Pitney Bowes (PBI)

Pitney Bowes is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to include required disclosure regarding the compensation and company stock ownership of Johnna G. Torsone, the company’s Senior Vice President and Chief Human Resources Officer. Ms. Torsone is the executive officer who should have been included as one of the five named executive officers, replacing Patrick J. Keddy, Executive Vice President and President, Mailstream International. In addition, this Amendment No. 1 corrects the following numerical errors: This filing corrects an error in the amount disclosed for the annual pension benefit to which Michael J. Critelli, Murray D. Martin and Bruce P. Nolop would have been entitled had they retired on December 31, 2005, expressed as a life annuity beginning at age 65. The correct amounts are $953,544, rather than the previously reported amount of $913,811 for Mr. Critelli, $244,833 rather than $243,082 for Mr. Martin; and $40,188 rather than $40,267 for Mr. Nolop. In addition, the amount included in the Summary Compensation Table for Michele Coleman Mayes’ annual incentive for 2005 was increased to reflect the $75,000 employment bonus she received.

The information in this Amendment No. 1 serves to replace the information previously reported in the Proxy Statement for the 2006 Annual Meeting of Stockholders which was originally filed on March 23, 2006 and was incorporated by reference into the Pitney Bowes Inc. Annual Report on Form 10-K for the year ended December 31, 2005 (originally filed on March 13, 2006) (the “Original Filing”).

The following Items of the Original Filing are amended by this Amendment No. 1: