PITNEY BOWES INC /DE/ — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2005-02-14

Reporting Person: CRITELLI MICHAEL J (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-14	Stock Option	$46.93	A	4262.0000	Acquired	2015-02-13	Common Stock (4262.0000)	Direct
2005-02-14	Stock Option	$46.93	A	195738.0000	Acquired	2015-02-13	Common Stock (195738.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	265845.0000	Direct
Common Stock	1615.4042	Indirect
Common Stock	26050.0000	Indirect
Common Stock	7365.0000	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 Plan in a transaction exempt under Rule 16b-3.
The option becomes exercisable in equal installments on the third and fourth anniversary date of grant.

F3: Reporting person was granted these options under the Pitney Bowes Inc. 1991 Stock Option Plan in a transaction exempt under rule 16b-3. The stock option grant provided that 25% of the options become exercisable on the first anniversary of the grant, 25% on the second, 25% on the third and the remaining 25% on the fourth anniversary of the grant.