8-K

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549


                            FORM 8-K
                         CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

Date of Report (Date of Earliest Event Reported) - April 26,
1995




                       PITNEY BOWES INC.




State of Incorporation    Commission File Number   IRS Employer ID No.
      Delaware                    1-3579              06-0495050




                     World Headquarters
              Stamford, Connecticut  06926-0700
                  Telephone:  (203) 356-5000





Pitney Bowes
Form 8-K
April 26, 1995
Page 2

Item 2.  Acquisition or Disposition of Assets.

This  form is filed to report that on April 26, 1995 the
Company signed  a definitive agreement to sell its Dictaphone
Corporation business  to an affiliate of Stonington Partners,
Inc.   Attached hereto as Exhibit A is the press release issued
by the company.

SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act
of 1934, the registrant has duly caused this report to be
signed  on its behalf by the undersigned hereunto duly
authorized.

                                   PITNEY BOWES INC.

Date:  May 8, 1995                 /s/ Rosalind Z. Wiggins
                                   Rosalind Z. Wiggins
                                   Assistant General Counsel &
                                   Assistant Secretary

EX-20

Pitney Bowes
Form 8-K                                                  Exhibit (a)
April 26, 1995
Page 3
                                           Press    --     Sheryl Y. Battles
                                              Director, Corp. Communications
                                                     (203) 351-6808

                                         Financial  --     Ernest J. Jackson
                                              Director, Investor Relations
                                                     (203) 351-6349

FOR IMMEDIATE RELEASE

PITNEY BOWES ENTERS DEFINITIVE AGREEMENT TO SELL ITS DICTAPHONE CORPORATION
SUBSIDIARY

Stamford, Conn., April 26, 1995 -- Pitney Bowes Inc. today announced
that it has entered into a definitive agreement for the sale of its
Dictaphone Corporation subsidiary and related worldwide operations
for $450 million in cash to an affiliate of Stonington Partners, Inc.
Pitney Bowes expects to report an after-tax gain upon the closing of
the sale, which is expected to be completed by July.

Stonington  Partners is a private investment firm which manages the
Stonington Capital Appreciation 1994 Fund, L.P.   The sale is
conditioned upon, among other things, the buyer's obtaining financing
and the receipt of applicable regulatory approvals.  The buyer has
received commitment letters from its Fund for its equity financing and
commitment letters and highly confident letters from major financial
institutions for its debt financing.

Dictaphone Corporation develops and manufactures voice processing,
dictation and communication recording systems, which it markets
throughout the U.S. and through direct operations in Canada, the
United Kingdom, Germany and Switzerland.

Pitney Bowes previously announced its intent to sell Dictaphone
Corporation as part of an initiative to refine its strategic focus.
The company intends to use proceeds from the Dictaphone sale to pay
down debt incurred since the beginning of 1994 in repurchasing its
stock, and for other corporate purposes.

Pitney Bowes is a leading worldwide provider of innovative products
and services which intelligently manage the movement of messages and
packages through relevant networks.