EXHIBIT (i)

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               PITNEY BOWES INC.

                                        
     Pitney Bowes Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of the Corporation,
duly noticed and held on October 6, 1997, resolutions were duly adopted setting
forth a proposed amendment to the Restated Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and directing that such
amendment be submitted to the stockholders for consideration thereof.  The
resolution setting forth the proposed amendment is as follows:

                FURTHER RESOLVED, That the Board of Directors hereby 
          declares it advisable that the first sentence of Article 
          FOURTH of the Restated Certificate of Incorporation be amended 
          to read as follows:

                "The total number of shares of all classes 
                of stock which the Corporation shall have 
                authority to issue is 485,600,000 shares,
                divided into 600,000 shares of Cumulative 
                Preferred Stock with the par value of 
                $50.00 per share (hereinafter called 
                `Preferred Stock'), 5,000,000 shares of 
                Preference Stock without par value
                (hereinafter called `Preference Stock'), 
                and 

 
                480,000,000 shares of Common Stock 
                with the par value of $1.00 per share 
                (hereinafter called `Common Stock')."

          and hereby directs that such amendment be submitted to the 
          stockholders for their consideration and approval at the 
          Special Meeting to be held on December 18, 1997, at 9:00 a.m., 
          World Headquarters, Stamford, Connecticut

     SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by law were voted in favor of the amendment.

     THIRD:   That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and that pursuant to such amendment Article Fourth of the Restated
Certificate of Incorporation of the Corporation shall henceforth read, in its
entirety, as follows:

          "Fourth: - The total number of shares of all classes of 
          stock which the Corporation shall have authority to issue 
          is 485,600,000 shares, divided into 600,000 shares of 
          Cumulative Preferred Stock with the par value of $50.00 
          per share (hereinafter called `Preferred Stock'), 5,000,000 
          shares of Preference Stock without par value (hereinafter
          called `Preference Stock'), and 480,000,000 shares of 
          Common Stock with the par value of $1.00 per share 
          (hereinafter called `Common Stock').  Subject to the 
          provisions of law, the Corporation may issue shares of its 
          Preferred Stock, Preference Stock and Common Stock,
          respectively, from time to time and any securities 
          convertible into, warrants, options or rights to subscribe 
          for, any such class or classes (or any series of any 
          thereof), for such consideration as may

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          be fixed from time to time by the Board of Directors, 
          which is hereby expressly authorized to fix the same 
          in its absolute and uncontrolled discretion subject 
          as aforesaid.  Shares of Preference Stock without par         
          value for which consideration so fixed has been paid 
          or delivered to the Corporation shall be deemed fully 
          paid stock and shall not be liable to any further call 
          or assessment thereon and the holders of such shares 
          shall not be liable for any further demands in respect 
          of such shares.  The Corporation may issue shares of 
          its Preferred Stock, Preference Stock and Common Stock 
          and any securities convertible into, or warrants, options 
          or rights to subscribe for, such class or classes (or 
          any series of any thereof) without offering the same to 
          the holders of its outstanding capital stock.  The 
          minimum amount of capital with which the Corporation 
          shall commence business shall not be less than $100,000."

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