PITNEY BOWES INC /DE/ — Director's Dealing 2004

May 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2004-05-28

Reporting Person: BAXENDALE BRIAN M (SVP and Pres-Ent. Relshp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-26	Common Stock	M	3704.0000	$26.9932	Acquired	18742.7040	Direct
2004-05-26	Common Stock	F	2277.0000	$43.90	Disposed	16465.7040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-26	Stock Option	$26.9932	M	3704.0000	Disposed	2010-10-19	Common Stock (3704.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	424.5329	Indirect
Common Stock	2900.0000	Indirect
Common Stock	4400.0000	Indirect

Footnotes

F1: Shares are held indirectly through the Pitney Bowes Inc. 401(k) Plan and its related excess plan.