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



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                                    FORM 8-K

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              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

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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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Item 2 -- Acquisition or Disposition of Assets

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



Item 7 -- Financial Statements and Exhibits

b.   Pro forma financial information

     Pro forma  financial  information was provided under separate cover on Form
8-K filed on November 16, 1998.



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


     Exhibit
      
      
      (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,
                    which will be furnished upon request)                                    See Exhibit (i)

      (2.2)         Amendment to Stock Purchase Agreement                                       See Exhibit (ii)





















                                   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/ NANCY E. COOPER
                                                    ----------------------
                                                        Nancy E. Cooper
                                                  Vice President, Finance and
                                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

Dated:  November 18, 1998