PITNEY BOWES INC /DE/ — Director's Dealing 2009

Feb 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2009-02-09

Reporting Person: Keddy Patrick J (EVP & Pres, Mailstrm Intl)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-09	Restricted Stock Units	$0	A	4545	Acquired		Common Stock (4545)	Direct
2009-02-09	Stock Option	$24.75	A	37007	Acquired	2019-02-08	Common Stock (37007)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8870.1522	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Pitney Bowes common stock.

F2: The restricted stock units vest in four equal installments beginning on February 2, 2010.

F3: The stock option grant provides that vesting occurs ratably one third a year on the anniversary of the grant over a three-year period.