SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

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FORM 10-Q

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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Commission file number 0-13497

PITNEY BOWES CREDIT CORPORATION
Incorporated pursuant to the Laws of the State of Delaware

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Internal Revenue Service-- Employer Identification No. 06-0946476

27 Waterview Drive, Shelton, CT 06484-4361
(203) 922-4000

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

As of April 30, 2001, 460 shares of common stock, no par value, with a stated
value of $100,000 per share, were outstanding, all of which were owned by Pitney
Bowes Inc., the parent of the Registrant.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.

PITNEY BOWES CREDIT CORPORATION

Part I -- FINANCIAL INFORMATION

ITEM 1.-- FINANCIAL STATEMENTS

Consolidated Statements of Income:
Three Months Ended March 31, 2001 and 2000.......................................... 3
Consolidated Balance Sheets:
At March 31, 2001 and December 31, 2000............................................. 4
Consolidated Statements of Cash Flow:
Three Months Ended March 31, 2001 and 2000.......................................... 5
Notes to Consolidated Financial Statements............................................ 6

ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................... 10

Part II -- OTHER INFORMATION

ITEM 1.-- LEGAL PROCEEDINGS............................................................... 15

ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................ 15

SignatureS................................................................................ 16

Exhibit (i)-- Computation of Ratio of Earnings to Fixed Charges....................... 17

Part I -- FINANCIAL INFORMATION

ITEM 1. -- FINANCIAL STATEMENTS

PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands of dollars)

Three Months Ended March 31,
----------------------------

2001 2000
---- ----
Revenue:

Finance income........................................................ $ 145,656 $ 142,106
------- -------

Expenses:
Selling, general and administrative................................... 28,027 31,172
Interest, net......................................................... 28,215 28,749
Provision for credit losses........................................... 13,106 16,918
Depreciation and amortization......................................... 2,850 3,604
------- -------

Total expenses...................................................... 72,198 80,443
------- -------

Income before income taxes.............................................. 73,458 61,663
Provision for income taxes.............................................. 21,829 16,224
------- -------

Net income.............................................................. $ 51,629 $ 45,439
======= =======

Ratio of earnings to fixed charges...................................... 3.59X 3.14X
======= =======

See Notes to Consolidated Financial Statements

PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands of dollars)

March 31, December 31,
2001 2000
--------- ---------
ASSETS

Cash and cash equivalents............................................ $ 101,443 $ 81,211

Investments:
Finance assets..................................................... 2,730,921 2,842,232
Investment in leveraged leases..................................... 1,037,868 1,024,202
Investment in operating leases, net of accumulated depreciation.... 25,441 29,477
Allowance for credit losses........................................ (73,363) (74,129)
--------- ---------

Net investments.................................................. 3,720,867 3,821,782
--------- ---------

Assets held for sale................................................. 349,112 363,622
Investment in partnership............................................ 165,512 166,850
Loans and advances to affiliates..................................... 987,218 968,430
Other assets......................................................... 159,009 127,991
--------- ---------

Total assets.................................................. $ 5,483,161 $ 5,529,886
========= =========

LIABILITIES

Senior notes payable within one year................................. $ 848,726 $ 1,004,949
Short-term notes payable to affiliates............................... 120,564 119,464
Accounts payable to affiliates....................................... 232,972 207,473
Accounts payable and accrued liabilities............................. 373,585 338,385
Deferred taxes....................................................... 590,973 592,230
Senior notes payable after one year.................................. 1,254,332 1,224,819
Long-term notes payable to affiliates................................ 259,000 259,000
Subordinated notes payable........................................... 362,926 362,926
--------- ---------

Total liabilities............................................... 4,043,078 4,109,246
--------- ---------

STOCKHOLDER'S EQUITY

Common stock......................................................... 46,000 46,000
Capital in excess of par value....................................... 341,725 341,725
Retained earnings.................................................... 1,060,862 1,032,915
Accumulated other comprehensive income............................... (8,504) -
--------- ---------

Total stockholder's equity...................................... 1,440,083 1,420,640
--------- ---------

Total liabilities and stockholder's equity.................... $ 5,483,161 $ 5,529,886
========= =========

See Notes to Consolidated Financial Statements

PITNEY BOWES CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)
(in thousands of dollars)

Three Months Ended March 31,
-----------------------------

2001 2000
---- ----
OPERATING ACTIVITIES

Net Income................................................................... $ 51,629 $ 45,439
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses............................................. 13,106 16,918
Depreciation and amortization........................................... 2,850 3,604
Increase in deferred taxes.............................................. 4,412 21,887
(Increase) decrease in other assets..................................... (4,090) 4,814
Increase (decrease) in accounts payable to affiliates................... 25,499 (45,302)
Increase in accounts payable and accrued liabilities.................... 21,027 12,965
Other, net................................................................... 2,517 (15,636)
--------- ---------

Net cash provided by operating activities.................................... 116,950 44,689
--------- ---------

INVESTING ACTIVITIES
Proceeds and cash receipts from sale of discontinued operations.............. - 512,780
Collection on (investment in) revolving credit products, net................. 46,912 (11,954)
Investment in net finance assets............................................. (157,066) (196,122)
Investment in leveraged leases............................................... (3,312) (5,019)
Investment in assets held for sale........................................... (103,511) (53,618)
Cash receipts collected under lease contracts, net of finance
income recognized.......................................................... 318,296 295,291
Short-term loans and advances to affiliates, net............................. (18,788) 920
--------- ---------

Net cash provided by investing activities.................................... 82,531 542,278
--------- ---------

FINANCING ACTIVITIES
Change in commercial paper borrowings, net................................... 120,700 (168,250)
Change in other short-term debt, net......................................... - (465,573)
Proceeds from senior notes................................................... - 43,268
Loans from affiliates........................................................ 1,100 2,850
Repayment of senior notes.................................................... (277,367) -
Dividends paid to Pitney Bowes Inc........................................... (23,682) (22,650)
--------- ---------

Net cash used in financing activities........................................ (179,249) (610,355)
--------- ---------

Increase (decrease) in cash and cash equivalents............................. 20,232 (23,388)

Cash and cash equivalents at beginning of period............................. 81,211 132,914
--------- ---------

Cash and cash equivalents at end of period................................... $ 101,443 $ 109,526
========= =========

Interest paid................................................................ $ 46,007 $ 36,287
========= =========

Income taxes refunded, net................................................... $ (23,340) $ (13,357)
========= =========

See Notes to Consolidated Financial Statements

PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 -- General

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of Pitney Bowes Credit
Corporation (the "Company" or "PBCC"), all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
of the Company at March 31, 2001 and December 31, 2000, and the results of
operations for the three months ended March 31, 2001 and 2000, and the cash
flows for the three months ended March 31, 2001 and 2000 have been included.
Certain amounts from prior periods have been reclassified to conform to current
period presentation. Operating results for the three months ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. These statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.

Note 2 -- Discontinued Operations

On January 14, 2000, the Company sold its mortgage servicing business, Atlantic
Mortgage & Investment Corporation ("AMIC"), a wholly owned subsidiary of the
Company to ABN AMRO North America. The Company received approximately $484
million in cash at closing. The effect of the sale was included in 1999
operating results and the transaction is subject to post-closing adjustments.

Note 3 -- Finance Assets

The composition of the Company's finance assets is as follows:

March 31, December 31,
(in thousands of dollars) 2001 2000
--------- ---------

Lease finance receivables...................................... $2,787,274 $2,831,418
Other finance receivables ..................................... 275,254 343,108
--------- ---------

Total gross finance receivables.............................. 3,062,528 3,174,526
Unguaranteed residual valuation................................ 349,513 356,831
--------- ---------

Total gross finance assets .................................. 3,412,041 3,531,357
Initial direct costs deferred.................................. 42,846 43,845
Unearned income................................................ (723,966) (732,970)
--------- ---------

Total finance assets......................................... $2,730,921 $2,842,232
========= =========

PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 4 -- Notes Payable
The composition of the Company's notes payable is as follows:

March 31, December 31,
(in thousands of dollars) 2001 2000
--------- ---------
Senior Notes Payable:
Commercial paper at the weighted average

interest rate of 5.34% (6.37% in 2000).......................... $ 647,000 $ 526,300
Other notes payable at a weighted average interest rate
of 7.51% in both 2001 and 2000.................................. 1,726 1,649
Current installment of long-term debt due within one year at
an interest rate of 6.78% to 6.80% (6.78% to 7.23% in 2000).... 200,000 477,000
--------- ---------

Total senior notes payable due within one year................... 848,726 1,004,949

Senior notes payable due after one year at interest rates of
5.65% to 9.25% in both 2001 and 2000........................... 1,254,332 1,224,819
--------- ---------

Total senior notes payable....................................... 2,103,058 2,229,768
--------- ---------

Notes Payable to Affiliates:
Due within one year at an interest rate of 5.38% in 2001 and 2000 120,564 119,464
Due after one year at an interest rate of 5.38% in 2001 and 2000. 259,000 259,000
--------- ---------

Total notes payable to affiliates................................ 379,564 378,464
--------- ---------
Subordinated Notes Payable:
Non-interest bearing notes due Pitney Bowes Inc. ("PBI")......... 362,926 362,926
--------- ---------

Total notes payable................................................. $2,845,548 $2,971,158
========= =========

Interest, net, as reported on the consolidated statements of income is net of
interest income earned on loans made to the Company's parent, Pitney Bowes Inc.
("PBI") and to other affiliates. Total interest income, including income from
loans to Pitney Bowes, was $17.0 million and $8.7 million for the three months
ended March 31, 2001 and 2000, respectively.

PBCC has $425 million of unissued debt securities available at March 31, 2001
from a shelf registration statement filed with the SEC in July 1998. As part of
this shelf registration statement, in August 1999, PBCC established a
medium-term note program for the issuance from time to time of up to $500
million aggregate principal amount of Medium-Term-Notes, Series D, of which $175
million remained available at March 31, 2001.

In December 2000, PBCC issued $100 million of unsecured floating rate notes
maturing in April 2002 and $100 million of unsecured floating rate notes
maturing in June 2004, available under the medium-term note program. These notes
bear interest at floating rates of LIBOR plus 5 basis points and 25 basis
points, respectively, which are set as of the quarterly interest payment dates.
The proceeds from these notes were used for general corporate purposes,
including the repayment of commercial paper.

In April 2000, certain partnerships controlled by affiliates of the Company
issued a total of $134 million of Series A and Series B Secured Fixed Rate
Senior Notes (the "Notes"). The Notes are due in 2003 and bear interest at 7.443
percent. The proceeds from the Notes were used to purchase subordinated debt
obligations from PBI ("PBI Obligations"). The PBI Obligations have a principal
amount of $134 million and are due in 2010. The PBI Obligations bear an interest
rate of 8.073 percent for the first three years and reset in May 2003 and each
third anniversary of the first reset date.

In March 2000, PBCC issued $43.3 million of 7.515 percent senior notes to
various holders maturing 2002 through 2012. The proceeds from these notes were
used to pay down commercial paper.

PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 5 -- Business Segment Information

The Company operates in two reportable segments: Internal Financing and Capital
Services. Internal Financing provides marketing support to PBI and includes
financing of mailing, paper handling and shipping equipment and scales. Internal
Financing also includes convenient financing alternatives for the purchase of
postage and other services targeted toward the small business owner. Capital
Services primarily provides large-ticket financing and fee-based programs
covering a broad range of products and other financial services.

In December 2000, Pitney Bowes announced that its board of directors approved a
formal plan to spin-off its Office Systems business to stockholders as an
independent, publicly-traded company. The transaction is expected to be
completed by the end of the third quarter 2001. Office Systems includes the
copier and facsimile businesses, financing for which had been included as a
component of PBCC's Internal Financing segment. For the three months ended March
31, 2001 operating results of Office Systems have been segregated and treated as
discontinued operations by PBI. Accordingly, copier and facsimile financing is
being reported as a component of Capital Services. Prior years' information has
been reclassified to conform to current year presentation.

Segmental revenue and income before income taxes for the three months ended
March 31, 2001 and 2000 are presented below. Revenue generated outside of the
United States is not considered material.

Three Months Ended March 31,
-----------------------------

2001 2000
---- ----
(in thousands of dollars)
Revenue:

Internal Financing..................................................... $ 102,052 $ 101,470
Capital Services....................................................... 43,604 40,636
-------- --------
Total revenue............................................................ $ 145,656 $ 142,106
======== ========

(in thousands of dollars)
Income before income taxes:
Internal Financing.................................................... $ 59,412 $ 51,949
Capital Services...................................................... 14,046 9,714
-------- ---------
Total income before income taxes.................................. $ 73,458 $ 61,663
======== =========

The Company fully allocates corporate expenses to its individual divisions.

Note 6 -- Adoption of New Accounting Standard

The Company adopted Statement of Financial Accounting Standards ("SFAS") 133, as
amended by SFAS 138, "Accounting for Derivative Instruments and Hedging
Activities", on January 1, 2001. SFAS 133 requires that all derivatives be
recorded on the consolidated balance sheet at fair value. Changes in the fair
value of derivatives are recorded each period in earnings or Other Comprehensive
Income (Loss) ("OCI") depending on the type of hedging instrument and the
effectiveness of those hedges.

All of the derivatives used by the Company as hedges are highly effective as
defined by SFAS 133 because all of the critical terms of the derivatives match
those of the hedged items. The derivatives used by the Company have been
designated as either cash flow or fair value hedges at the time of adoption of
SFAS 133. Derivatives designated as cash flow hedges consist of interest rate
swaps related to variable-rate debt. Derivatives designated as fair value hedges
consist of interest rate swaps related to fixed-rate debt. All derivatives are
adjusted to their fair market values at the end of each quarter. Unrealized net
gains and losses for cash flow hedges are recorded in OCI.

The Company periodically enters into interest rate swaps to manage the risk
associated with changes in interest rates. During the quarter ended March 31,
2001, the Company recorded unrealized net losses after taxes totaling $8.5
million, including a one-time cumulative effect of accounting change which
reduced OCI by $7.0 million.

PITNEY BOWES CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 7 -- Accounting Pronouncements

During 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements", summarizing certain guidance in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company adopted the provisions of SAB No. 101 in the fourth quarter 2000,
retroactive to January 1, 2000. Adoption of this standard did not have a
material impact on the Company.

During 2000, SFAS No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" was issued, replacing SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". SFAS No. 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, as well
as requiring certain additional disclosures. However, it carries over most of
the provisions contained in SFAS No. 125. SFAS No. 140 is effective for
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. However, it is effective for the recognition and
reclassification of collateral and for disclosures relating to those
transactions for the three months ended March 31, 2001. The Company does not
expect implementation of this statement to have a material effect on results of
operations, financial position or cash flows.

Note 8 -- Stockholder's Equity

The following is a reconciliation of stockholder's equity:

Accumulated
Capital Other Total
Common in Excess Retained Comprehensive Stockholder's
(in thousands of dollars) Stock of Par Earnings Income Equity
----- ------ -------- ----- ------

Balance December 31, 2000......................... $ 46,000 $ 341,725 $1,032,915 $ - $1,420,640
Net income........................................ - - 51,629 - 51,629
Dividends paid to PBI............................. - - (23,682) - (23,682)
Other comprehensive income:
Cumulative effect of accounting change....... - - - (6,988) (6,988)
Unrealized net loss on derivative instruments - - - (1,516) (1,516)
-------- -------- -------- -------- ---------
Balance March 31, 2001............................ $ 46,000 $ 341,725 $1,060,862 $ (8,504) $1,440,083
======== ======== ======== ======== =========

At March 31, 2001, 10,000 shares of common stock, no-par with a stated value of
$100,000 per share were authorized and 460 shares were issued and outstanding
and amounted to $46.0 million at March 31, 2001 and December 31, 2000. All of
the Company's stock is owned by Pitney Bowes.

Note 9 -- Other Matters

As part of a strategic alliance with U.S. Bank, a division of U.S. Bancorp, on
June 30, 2000 PBCC sold its PitneyWorksSM Business RewardsSM Visa(R) and
Business Visa(R) card operations, including credit card receivables of
approximately $322 million. The Company expects to earn fees in connection with
the strategic alliance with U.S. Bank. However, the Company will no longer
originate credit card receivables and as a result will not earn finance income
on those balances. The transaction is subject to post-closing adjustments.

PITNEY BOWES CREDIT CORPORATION

ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Net income for the three months ending March 31, 2001 increased $6.2 million
(13.6%) to $51.6 million compared with $45.4 million for the same period of
2000. The improvement was attributable to growth in the Company's Internal
Financing segment; higher fee- and service-based income and higher earnings in
the leveraged lease portfolio. Net income was also affected by lower costs due
to the sale of the Company's credit card operations in June 2000 offset by an
increased tax provision over the prior year.

As part of a strategic alliance with U.S. Bank, a division of U.S. Bancorp, on
June 30, 2000 PBCC sold its PitneyWorksSM Business RewardsSM Visa(R) and
Business Visa(R) card operations, including credit card receivables of
approximately $322 million. The Company expects to earn fees in connection with
the strategic alliance with U.S. Bank. However, the Company is no longer
originating credit card receivables and as a result will not be earning finance
income on those balances. The transaction is subject to post-closing
adjustments.

On January 14, 2000, the Company sold its mortgage servicing business, Atlantic
Mortgage & Investment Corporation ("AMIC"), a wholly-owned subsidiary of the
Company, to ABN AMRO North America. The Company received approximately $484
million in cash at closing. The transaction is subject to post-closing
adjustments.

Operating Results

Finance income from all sources increased $3.6 million (2.5%) to $145.7 million
for the first three months of 2001 compared to $142.1 million for the first
three months of 2000. The increase primarily reflects a combination of portfolio
growth in the internal leasing business coupled with higher fee- and
service-based revenue from the Company's postage payment programs, partly offset
by the impact of the sale of the Company's credit card operations in June 2000.

Selling, general and administrative ("SG&A") expenses decreased $3.2 million
(10.1%) to $28.0 million for the first three months of 2001 compared to $31.2
for the first three months of 2000. The decrease primarily reflects the sale of
the credit card portfolio in June 2000 and fees associated with certain Capital
Services partnership leasing transactions during the first three months of 2000.

Net interest expense decreased $0.5 million (1.9%) to $28.2 million for the
first three months of 2001 compared to $28.7 million for the first three months
of 2000. The decrease in 2001 was due to lower average borrowings required to
support lower earning asset levels related to the sale of the credit card
operations, partly offset by higher interest rates in 2001. The effective
interest rate on average borrowings was 6.80 percent in 2001 compared to 6.54
percent in 2000. The Company does not match fund its financing investments.

The provision for credit losses decreased $3.8 million (22.5%) to $13.1 million
for the first three months of 2001 compared to $16.9 million for the first three
months of 2000. The decrease is primarily due to the sale of the credit card
portfolio in 2000 partly offset by growth in the Company's postage payment
programs.

Depreciation and amortization decreased $0.7 million (20.9%) to $2.9 million for
the three months ended March 31, 2001 compared to $3.6 million in 2000. This
reflects a lower operating lease investment balance at March 31, 2001 compared
to the prior year.

Provisions for income taxes were $21.8 million (an effective tax rate of 29.7%)
for the first three months of 2001 compared to $16.2 million (an effective tax
rate of 26.3%) for the first three months of 2000. The increase in the effective
tax rate is primarily due to the decreased impact of certain Capital Services
partnership leasing transactions entered into in prior years.

PITNEY BOWES CREDIT CORPORATION

ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Segments

Revenue and income before taxes for the Company, by business segment, for the
three months ended March 31, 2001 and 2000 are summarized below.

Three Months Ended March 31,
----------------------------

2001 2000
---- ----
(in thousands of dollars)
Revenue:

Internal Financing.......................................... $ 102,052 $ 101,470
Capital Services............................................ 43,604 40,636
------- -------
Total revenue.......................................... $ 145,656 $ 142,106
======= =======

(in thousands of dollars)
Income before income taxes:
Internal Financing.......................................... $ 59,412 $ 51,949
Capital Services............................................ 14,046 9,714
------- -------
Total income before income taxes....................... $ 73,458 $ 61,663
======= =======

Internal Financing revenue increased 0.6 percent and income before income taxes
increased 14.4 percent for the first three months of 2001 compared to the first
three months of 2000. The increase in revenue was mainly due to higher earning
asset levels and higher fee-based income attributable to postage payment
programs offset by the impact of the sale of the Company's credit card
operations in June 2000. The increase in income before taxes was mainly due to a
lower credit loss provision and lower interest costs, both related to the credit
card operations referred to above.

Capital Services revenue increased 7.3 percent and income before income taxes
increased 44.6 percent for the first three months of 2001 compared to the first
three months of 2000. The increase in revenue is driven by higher fee income and
higher earnings in the leveraged lease portfolio. The increase in income before
income taxes reflects these revenue improvements as well as lower interest
costs. The Company continues to pursue a strategy of selective asset sales and
limited new investments.

Portfolio Quality

Finance assets represent the Company's largest asset and its primary source of
revenue. The Company's finance assets at March 31, 2001 decreased $111.3 million
to approximately $2.7 billion from approximately $2.8 billion at the end of
2000. The decrease was primarily due to the Company's ongoing effort to reduce
Capital Services asset levels and a lower investment in the Company's postage
payment and revolving credit products.

Lease finance receivables represent the Company's expected future rental
payments on its finance leases and amounted to approximately $2.8 billion at
both March 31, 2001 and December 31, 2000.

Other finance receivables are primarily comprised of amounts invested in the
Company's postage payment and revolving credit products, and as of March 31,
2000 included the PitneyWorksSM Business RewardsSM Visa(R) and Business Visa(R)
card operations that were sold in June 2000. The balance of other finance
receivables at March 31, 2001 was $275.3 million compared to $343.1 million at
December 31, 2000. The decrease reflects the seasonality of postage purchases,
as well as the impact of the postal rate increase in January 2001.

The Company's allowance for credit losses as a percentage of net lease
receivables (net investments before allowance for credit losses plus the
uncollected principal balance of receivables sold) was 1.72 percent at March 31,
2001 and 1.71 percent at December 31, 2000. PBCC charged $13.9 million against
the allowance for credit losses for the three months ended March 31, 2001
compared to $19.2 million in 2000.

PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

Company's principal sources of funds are from operations and borrowings. It has
been PBCC's practice to use a balanced mix of debt maturities, variable- and
fixed-rate debt and interest rate swap agreements to control sensitivity to
interest rate volatility. PBCC's debt mix was 34 percent short-term and 66
percent long-term at March 31, 2001 compared to 38 percent short-term and 62
percent long-term at December 31, 2000. PBCC's swap-adjusted variable-rate
versus fixed-rate debt mix was 38 percent variable-rate and 62 percent
fixed-rate at March 31, 2001 compared to 42 percent variable-rate and 58 percent
fixed-rate at December 31, 2000. The Company may borrow through the issuance of
commercial paper, under its confirmed bank lines of credit, and by private and
public offerings of intermediate- or long-term debt securities. Together with
its parent, PBI, the Company had unused lines of credit and revolving credit
facilities totaling $1.45 billion at March 31, 2001, largely supporting its
commercial paper borrowings. More detailed information regarding the Company's
debt is contained in Note 4 to the CONSOLIDATED FINANCIAL STATEMENTS.

In December 2000, PBCC issued $100 million of unsecured floating rate notes
maturing April 2002 and $100 million of unsecured floating rate notes maturing
June 2004, under the medium-term note program. These notes bear interest at
floating rates of LIBOR plus 5 basis points and 25 basis points, respectively,
set as of the quarterly interest payment dates. The proceeds from these notes
were used for general corporate purposes, including the repayment of commercial
paper.

In April 2000, certain partnerships controlled by affiliates of PBCC issued a
total of $134 million of Series A and Series B Secured Floating Rate Senior
Notes. The notes are due in 2003 and bear interest at 7.44 percent. The proceeds
from the notes were used to purchase subordinated debt obligations from PBI
("PBI Obligations"). The PBI Obligations have a principal amount of $134 million
and bear interest at 8.073 percent for the first three years and reset in May
2003 and each third anniversary of the first reset date.

In March 2000, PBCC issued $43.3 million of 7.52 percent Senior Notes maturing
2002 through 2012. The proceeds from these notes were used to pay down
commercial paper.

The Company's utilization of derivative instruments is normally limited to
interest rate swap agreements ("Interest Rate Swaps") and foreign currency
exchange forward contracts ("Foreign Currency Contracts"). The Company
periodically enters into interest rate swaps as a means of managing interest
rate exposure. The interest rate differential paid or received over the life of
the agreements is recognized as an adjustment to interest expense. The Company
is exposed to credit loss in the event of non-performance by the counterparties
to the interest rate swaps to the extent of the differential between fixed- and
variable-rates; such exposure is considered minimal. At March 31, 2001 the
Company was counterparty to interest rate swaps with a total notional amount of
$550 million.

The Company periodically enters into foreign currency contracts for the purpose
of minimizing its risk of loss from fluctuations in exchange rates in connection
with certain intercompany transactions. The Company is exposed to credit loss in
the event of non-performance by the counterparties to the foreign currency
contracts to the extent of the difference between the spot rate at the date of
the contract delivery and the contracted rate; such exposure is also considered
minimal. At March 31, 2001 there were no foreign currency contracts outstanding.

Since the Company normally enters into derivative transactions only with members
of its banking group, the credit risk of these transactions is monitored as part
of the normal credit review of the banking group. The Company monitors the
market risk of derivative instruments through periodic review of fair market
values.

Under the Finance Agreement between Pitney Bowes and the Company, Pitney Bowes
is obligated on a quarterly basis to make payments, to the extent necessary, so
that the Company's earnings available for fixed charges for the preceding one
year period shall not be less than 1.25 times its fixed charges. Pitney Bowes
has also agreed to make any past due principal, interest or premium payments on
behalf of PBCC in respect to all approved debt and/or commercial paper, in the
event that PBCC is unable to make such payments. To date, no such payments from
Pitney Bowes have been required.

PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (continued)
The Company will continue to use cash to invest in finance assets with emphasis
on Internal Financing transactions and select investment in Capital Services
programs. The Company believes that cash generated from operations and
collections on existing lease contracts will provide the majority of cash needed
for such investment activities. Borrowing requirements will be dependent upon
the level of equipment purchases from Pitney Bowes Inc., the level of Capital
Services financing activity, capital requirements for new business initiatives,
intercompany loans, and the refinancing of maturing debt. Additional cash, to
the extent needed, is expected to come from commercial paper and intermediate-
or long-term debt securities and intercompany funds, when available. While the
Company expects that market acceptance of its debt will continue to be strong,
additional liquidity is available under revolving credit facilities and credit
lines.

Regulatory Matters
During 2000, the U.S. Postal Services ("USPS") issued a proposed schedule for
the phase out of manually reset electronic meters in the U.S. As of February 1,
2000 new placements of manually reset electronic meters are no longer permitted.
Current users of manually reset electronic meters can continue to use these
meters for the term of their current rental and lease agreements. Leases or
rentals due to expire in the year 2000 can be extended to December 31, 2001.

In August 2000, the USPS also issued a proposal to cease placements of
non-digital, or letterpress, meters as follows: new placements of non-digital
meters with a "timeout" feature that enable the meters to be automatically
disabled, if not reset within a specified time period are no longer permitted
after December 2003; new placements of non-digital meters without the "timeout"
feature are no longer permitted after June 2001.

PBI has submitted comments to the USPS proposed schedules described above. Based
on the proposed schedule, the company believes that the phase out of manually
reset electronic meters will not cause a material adverse financial impact on
the company. PBI is working with the USPS to meet the non-digital meter phase
out schedule and is currently evaluating the potential financial impact on the
company.

As a result of PBI's aggressive efforts to meet the USPS mechanical meter
migration phase out schedule combined with PBI's ongoing and continuing
investment in advanced postage evidencing technologies, mechanical meters
represented less than 1 percent of PBI's installed U.S. meter base at December
31, 2000 and 1999, respectively. PBI continues to work in close cooperation with
the USPS to convert those mechanical meter customers who have not migrated to
digital or electronic meters.

In May 1995, the USPS publicly announced its concept of its Information Based
Indicia Program (IBIP) for future postage evidencing devices. As initially
stated by the USPS, the purpose of the program was to develop a new standard for
future digital postage evidencing devises which significantly enhance postal
revenue security and support expended USPS value-added services to mailers. The
program would consist of the development of four separate specifications; (i)
the indicium specification: the technical specifications for the indicium to be
printed; (ii) a Postal Security Device specification: the technical
specification for the device that would contain the accounting and security
features of the system; (iii) a Host specification; and (iv) a Vendor
Infrastructure specification.

During the period from May 1995 through December 2000, PBI has submitted
extensive comments to a series of proposed IBIP specifications issued by the
USPS. In March 2000, the USPS issued the latest set of proposed specifications,
entitled "Performance Criteria for Information Based Indicia and Security
Architecture for Open IBI Postage Evidencing Systems" (the IBI Performance
Criteria). PBI has submitted comments to the IBI Performance Criteria. In
September and October 2000, the USPS issued further proposed regulations
regarding postage evidencing systems using Information Based Indicia, titled
"Refunds and Exchanges" and "Production, Distribution and Information Based
Indicia." PBI has submitted comments regarding those proposed regulations.

In March 2000, PBI received approval from the USPS for the commercial launch of
the Internet version of a product which satisfies the proposed IBI Performance
Criteria, ClickStampTM Online.

PITNEY BOWES CREDIT CORPORATION
ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward - Looking Statements

The Company wants to caution readers that any 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 (those which talk about the company's or
management's current expectations as to the future) in this Form 10-K or any
other filing by the Company, or made by the Company's management involve risks
and uncertainties which may change based on various factors. Words such as
"estimate", "project", "plan", "believe", "expect" and similar expressions may
identify such forward-looking statements. Some of the factors which could cause
future financial performance to differ materially from the expectations as
expressed in any forward-looking statement made by or on behalf of the Company
include, but are not limited to:

o changes in postal regulations
o timely development and acceptance of new products
o success in gaining product approval in new markets where regulatory approval
is required o successful entry into new markets
o mailers' utilization of alternative means of communication or competitors'
products
o the Company's success at managing customer credit and residual value risks
o changes in interest rates
o terms and timing of the spin-off of Office Systems from Pitney Bowes o terms
and timing of Pitney Bowes restructuring plan

PART II - OTHER INFORMATION

ITEM 1. -- LEGAL PROCEEDINGS

In the normal course of business, the Company and PBI, its parent, are
occasionally party to lawsuits. These may involve litigation by or against the
Company relating to, among other things:

o contractual rights under vendor, insurance or other contracts
o intellectual property or patent rights
o equipment, service or payment disputes with customers
o disputes with employees

The Company is currently a plaintiff or defendant in a number of lawsuits, none
of which should have, in the opinion of management and legal counsel, a material
adverse effect on the Company's financial position or results of operations.

ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K

a. Financial Statements - see index on page 2
Exhibits (numbered in accordance with Item 601 of Regulation S-K)

Reg S-K Incorporation
Exhibits Description by Reference
--------- ---------------------------------------- ---------------

(12) Computation of Ratio of Earnings to Fixed Charges See Exhibit (i)
on page 17

There are no unregistered debt instruments in which the total amount of
securities authorized thereunder exceeds 10 percent of the total assets of the
Company. Copies of all instruments defining the rights of securities holders are
available on request.

b. No reports on Form 8-K were filed during the quarter ended March 31, 2001.

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 CREDIT CORPORATION

By /s/ DAVID KLEINMAN
----------------------

David Kleinman
Vice President, Finance and
Chief Administrative Officer
(Principal Financial Officer)

Dated: May 14, 2001

By /s/ MICHAEL C. COSTELLO
------------------------

Michael C. Costello
Controller
(Principal Accounting Officer)

Dated: May 14, 2001

Exhibit (i)
Computation of Ratio of Earnings to Fixed Charges
(in thousands of dollars)

Three Months Ended March 31,
----------------------------
2001 2000
---- ----

Income before income taxes.................................... $ 73,458 $ 61,663
------- -------

Fixed charges:
Net interest on debt........................................ 28,215 28,749
One third rent expense...................................... 93 100
------- -------

Total fixed charges........................................... 28,308 28,849
------- -------

Earnings before fixed charges................................. $ 101,766 $ 90,512
======= =======

Ratio of earnings to fixed charges (1)........................ 3.59X 3.14X
======= =======

(1) The ratio of earnings to fixed charges is computed by dividing earnings
before fixed charges by fixed charges. Fixed charges consist of interest on
debt and one third of rent expense as representative of the interest
portion.