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

Feb 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2004-02-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Stock Option	$40.08	A	30000.0000	Acquired	2014-02-08	Common Stock (30000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15004.0500	Direct
Common Stock	421.4651	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.

F2: Reporting person was awarded these options under the Pitney Bowes Inc. 1991 Stock Option Plan in a transaction exempt under Rule 16b-3. The Stock Option Grant provides that the options become exercisable in three equal installments on the first three anniversaries of the grant.