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'Hara John E (EVP&President, PB Software S)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Market Stock Units	$0.0000	A	8375.0000	Acquired		Common Stock (8375.0000)	Direct
2012-02-13	Restricted Stock Units	$0.0000	A	8117.0000	Acquired	2016-02-13	Common Stock (8117.0000)	Direct

Footnotes

F1: Initial price is the closing price on the NYSE for the average 20 trading days ending with the date of the award.

F2: The market stock units (MSUs) are based on a Monte Carlo calculation. The MSUs have a three year cliff vesting and the vested shares are determined by performance criteria.

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