PITNEY BOWES INC /DE/ — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PITNEY BOWES INC /DE/ (PBI)
CIK: 0000078814
Period of Report: 2012-02-13

Reporting Person: O MEARA VICKI A (EVP, Pres PBMS & Govt & Post)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Market Stock Units	$0.0000	A	12563.0000	Acquired		Common Stock (12563.0000)	Direct
2012-02-13	Restricted Stock Units	$0.0000	A	12175.0000	Acquired		Common Stock (12175.0000)	Direct

Footnotes

F1: MSUs represent a contingent right to receive Pitney Bowes common stock determined by total shareholder return during the performance period.

F2: The MSUs have a three year cliff vesting.

F3: Each restricted stock unit represents a contingent right to receive one share of Pitney Bowes common stock.

F4: The restricted stock units vest in four equal annual installments