SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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                                    FORM 10-K

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            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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                         Commission file number 0-13497

                         PITNEY BOWES CREDIT CORPORATION
           Incorporated pursuant to the Laws of the State of Delaware


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       Internal Revenue Service -- Employer Identification No. 06-0946476

                   27 Waterview Drive, Shelton, CT 06484-4361
                                 (203) 922-4000


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Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure by delinquent  filers  pursuant to Item
405 of Regulation  S-K is not contained  herein,  and will not be contained,
to the best of the registrant's  knowledge,  in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   |X|

The aggregate market value of voting stock held by non-affiliates of the
Registrant at March 28, 2002:  None

As of March 28, 2002, 460 shares of common stock, no par value, with a stated
value of $100,000 per share, were outstanding, all of which were owned by Pitney
Bowes Inc., the parent of the Registrant.

REGISTRANT  MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTION  I(1)(a) AND
(b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT



<PAGE>




                         PITNEY BOWES CREDIT CORPORATION
<TABLE>




            Part I

<S>                                                                                                      <C>
                 Item 1.-- Business................................................................       3
                 Item 2.-- Properties..............................................................       7
                 Item 3.-- Legal proceedings.......................................................       7
                 Item 4.-- Submission of matters to a vote of security holders.....................       7

            Part II

                 Item 5.-- Market for the registrant's common equity and related
                               stockholder matters.................................................       7
                 Item 6.-- Selected financial data.................................................       8
                 Item 7.-- Management's discussion and analysis of financial
                               condition and results of operations.................................       9
                 Item 7A. -- Quantitative and qualitative disclosures about market risk............      18
                 Item 8.-- Financial statements and supplementary data.............................      19
                 Item 9.-- Changes in and disagreements with accountants on
                               accounting and financial disclosure.................................      43

            Part III

                 Item 10.-- Directors and executive officers of the registrant.....................      43
                 Item 11.-- Executive compensation.................................................      43
                 Item 12.-- Security ownership of certain beneficial owners and
                               management..........................................................      43
                 Item 13.-- Certain relationships and related transactions.........................      43

            Part IV

                 Item 14.-- Exhibits, financial statement schedules and reports on Form 8-K........      44
                 Index to exhibits.................................................................      44
                 Signatures........................................................................      47

</TABLE>


<PAGE>





                         PITNEY BOWES CREDIT CORPORATION
                                     PART I
                               ITEM 1. -- BUSINESS

GENERAL

Pitney Bowes Credit Corporation (the "Company" or "PBCC") operates primarily in
the United States and is a wholly-owned subsidiary of Pitney Bowes Inc. ("PBI"
or "Pitney Bowes"). As such, the Company is part of PBI's Global Mailing,
Enterprise Solutions and Capital Services segments. The Company is principally
engaged in the business of providing lease financing for PBI products as well as
other financial services to the capital services markets.

The Internal Financing Division ("IFD") of PBCC provides marketing support to
PBI. Equipment financed for the IFD lease financing programs include mailing,
paper handling and shipping equipment and scales. Transaction sizes generally
range from $500 to $500,000, although historically most transactions have
occurred in the $1,000 to $10,000 range, with lease terms generally from 36 to
60 months. As part of its focus on small business solutions, the Company offers
various products targeted toward the small business owner. IFD also offers
customers convenient alternatives for the purchase of postage. Purchase Power(R)
and Postal Privilege(R) offer customers a revolving credit facility for postage
purchases, while the Reserve Account allows customers to prepay for postage and
earn interest on their deposits in the form of free postage. PBCC earns income
on transaction fees as well as interest on balances from customers choosing to
use the credit facility.

In June 2000, PBCC sold its PitneyWorksSM , Business RewardsSM Visa(R), and
Business Visa(R) card operations, including credit card receivables of
approximately $322 million.

PBCC's Capital Services Division ("CSD") operates in the commercial and
industrial market by offering financial services to its customers for products
not manufactured or sold by PBI or its subsidiaries. Products financed through
Capital Services Division financing programs include mail processing equipment
for postal authorities, commercial and non-commercial aircraft, real estate,
over-the-road trucks and trailers, locomotives, railcars, rail and bus
facilities, office equipment and high-technology equipment such as data
processing and communications equipment. Transaction sizes (other than aircraft
leases) generally range from $500,000 to several million dollars, with original
lease terms generally from 7 to 21 years. Aircraft transaction sizes range up to
$31 million for non-commercial aircraft and up to $52 million for commercial
aircraft. Original lease terms are generally up to twelve years for
non-commercial aircraft and from 20 to 24 years for commercial aircraft. The
Company has also participated in leveraged lease transactions including nine
commercial aircraft leveraged lease transactions with a net investment of $301.3
million at December 31, 2001.

PBCC's Capital Services Division is also responsible for managing Pitney Bowes
Real Estate Financing Corporation ("PREFCO"), a wholly-owned subsidiary of PBCC
providing lease financing for commercial real estate properties. Both PBCC and
Pitney Bowes have provided capital for PREFCO's investments.

On December 3, 2001, PBI completed the spin-off of its Office Systems business
to stockholders as an independent, publicly-traded company, under the name of
Imagistics International Inc. ("Imagistics"). PBI distributed 100 percent of the
shares of Imagistics stock through a special stock dividend of Imagistics common
stock to Pitney Bowes common stockholders. Each eligible Pitney Bowes common
stockholder of record on November 19, 2001 received 0.08 shares of Imagistics
stock for each share of Pitney Bowes stock. Office Systems included the copier
and facsimile businesses. As a result of the spin-off, copier and facsimile
equipment financing is reported as a component of Capital Services.

On January 14, 2000, the Company sold its mortgage servicing business, Atlantic
Mortgage & Investment Corporation ("AMIC"), a wholly-owned subsidiary of the
Company, to ABN AMRO North America. The Company received approximately $484
million in cash at closing. Accordingly, operating results of AMIC have been
segregated and reported as discontinued operations in the Consolidated
Statements of Income. In connection with the sale, the Company recorded a loss
of approximately $27.6 million (net of taxes of $18.4 million) for the year
ended December 31, 1999. The transaction is subject to post-closing adjustments.
See Note 2 to the CONSOLIDATED FINANCIAL STATEMENTS.

On October 30, 1998, Colonial Pacific Leasing Corporation ("CPLC"), a
wholly-owned subsidiary of the Company transferred the operations, employees and
substantially all assets related to its broker-oriented external financing
business to General Electric Capital Corporation ("GECC"), a subsidiary of the
General Electric Company. The Company received approximately $790 million at
closing. In connection with this transaction, the Company recorded a gain of
approximately $3.7 million (net of taxes of $2.0 million) for the year ended
December 31, 1999. This gain resulted from the settlement of post-closing
adjustments in 1999 related to the sale, offset by the cost of settlement with
regard to a dispute with GECC over certain assets that were included in the
sale. See Note 2 to the CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>



Substantially all lease financing is done through direct finance leases whereby
PBCC recovers its costs plus a return on investment over the initial,
non-cancelable term of the contract. The Company has also entered into leveraged
and operating lease structures.

The Company's gross finance assets outstanding for the Internal Financing and
Capital Services programs at December 31, 1997 through 2001 are presented in
ITEM 6 SELECTED FINANCIAL DATA. Total Company gross finance assets at
December 31, 2001 were $3.4 billion, of which approximately 63 percent was
related to mailing, paper handling and shipping products, 9 percent to postage
payment programs receivables, 9 percent to copier and office equipment, 5
percent to commercial aircraft, 4 percent to telecommunications equipment, 2
percent to mining and manufacturing products, 2 percent to railcars and 2
percent to transportation equipment. Total net investment in finance assets
amounted to $2.8 billion at December 31, 2001 and 2000.

At December 31, 2001, PBCC's largest customer accounted for $94.5 million, or
3.0 percent of gross finance receivables, and the Company's ten largest
customers accounted for $379.7 million in gross finance receivables, or 12.0
percent of the receivable portfolio.

CREDIT POLICIES

PBCC's management and Board of Directors establish credit approval limits at
regional, divisional, subsidiary and corporate levels based on the credit
quality of the customer and the type of equipment financed. The Company and PBI
have established an Automatic Approval Program ("AAP") for certain leases within
the Internal Financing Programs. The AAP program is designed to facilitate low
dollar transactions by utilizing historical payment patterns and losses realized
for customers with common credit characteristics. The program dictates the
criteria under which PBCC will accept a customer without performing a more
detailed credit investigation. The AAP considers criteria such as maximum
equipment cost, a customer's time in business and current payment experience
with PBCC.

PBCC bases credit decisions primarily on a customer's financial strength.
However, with the Company's Capital Services programs, collateral values may
also be considered.

CREDIT EXPERIENCE

The percentage of receivables over 30 days delinquent was 4.7 percent at
December 31, 2001, 4.6 percent at December 31, 2000 and 4.7 percent at December
31, 1999.

PBCC has charged against the allowance for credit losses $44.9 million, $62.3
million and $85.8 million in 2001, 2000 and 1999, respectively. The decrease in
2000 is attributable to write-offs in 1999 related to accounts retained in the
sale of CPLC in 1998. For further information see Note 6 to the CONSOLIDATED
FINANCIAL STATEMENTS.

RELATIONSHIP WITH PITNEY BOWES INC.

PBCC is PBI's domestic finance subsidiary and provides the largest financing
support for PBI's Global Mailing and Enterprise Solutions segments. Equipment
sales to PBCC as a percentage of PBI's consolidated revenue from continuing
operations were 13.4 percent in 2001 and 14.0 percent in 2000.

Business relationships between PBCC and PBI are defined by several agreements
including an Operating Agreement, Finance Agreement and Tax Sharing Agreement.

Operating Agreement-An operating agreement with PBI was initiated on March 3,
1977 and was subsequently amended. This agreement was terminated in its entirety
and superseded with a successor agreement on November 6, 1996 as the First
Amended and Restated Operating Agreement ("Operating Agreement"). The Operating
Agreement can be modified or canceled on a prospective basis by either party
upon 90 days prior written notice.

PBI and PBCC have entered into detailed written operating procedures ("Operating
Procedures") which govern among other things: the terms and prices of equipment
purchases by PBCC for lease to third parties; computation and payment of fees
for referrals and services provided by PBI sales personnel; the AAP for PBI
equipment; buyback allowances; and the handling of contract terminations,
cancellations, trade-ups and trade-ins.

In connection with sales of finance assets in the IFD lease programs, PBI agreed
not to cancel or modify, in any material respect, its obligations under the
Operating Agreement concerning the sold receivables, without the prior written
consent of PBCC and the transferee.


<PAGE>




Pursuant to the Operating Procedures, the purchase of equipment by the Company
is contingent upon a lessee entering into a direct finance lease with the
Company. Service and maintenance of the equipment leased is the responsibility
of the lessee and is generally arranged through a separate equipment maintenance
agreement between the lessee and PBI.

In connection with the buyback provision of the Operating Procedures, PBCC has
the option to request a buyback from PBI for equipment subject to a lease
terminated or canceled, provided the equipment is available for repossession.
Following such buyback, PBI is responsible for the repossession and disposition
of equipment. The buyback provision sets forth a stipulated amount that is
payable by PBI to PBCC for certain terminated leases; such amount is calculated
on the basis of a declining percentage, based upon the passage of time, of the
original total invoice value to PBCC. The difference between the buyback amount
received from PBI and the remaining value of the lease usually results in a loss
that is charged against PBCC's allowance for credit losses.

Finance Agreement-Pursuant to the Amended and Restated Finance Agreement (the
"Finance Agreement") dated June 12, 1995, between PBI and PBCC, PBI has agreed
to retain, directly or indirectly, ownership of the majority of the outstanding
shares of capital stock of the Company having voting power in the election of
directors, to make payments, if necessary, to enable the Company to maintain a
ratio of income available for fixed charges as defined to such fixed charges of
1.25 to 1 as of the end of each fiscal quarter, and to provide or cause to be
provided funds sufficient to make timely payment of any principal, interest or
premium in respect of any of the Company's indebtedness for borrowed money that
has the benefit of the Finance Agreement if the Company is unable to make such
payment.

Under the Indenture dated as of July 31, 1999 (the "1999 Indenture"), between
PBCC and SunTrust Bank, Atlanta, (the "1999 Trustee"), PBCC agreed it would not
waive compliance with or terminate or amend in any material respect, the Finance
Agreement without the consent of the holders of a majority in principal amount
of the outstanding securities of each series of debt securities issued under the
1999 Indenture; provided, however, that if such waiver, termination or amendment
would not have a material adverse effect on any such holders or if each rating
agency that rated such securities confirmed in writing that the rating for such
securities then in effect would not be down-graded as a result of such waiver,
termination of amendment, such waiver, termination or amendment could be
effected with the consent of the 1999 Trustee alone.

Under the terms of the Finance Agreement and the Indenture dated as of November
1, 1995 (the "1995 Indenture"), between the Company and JP Morgan Chase Bank
(successor to Chemical Bank), as Trustee (the "1995 Trustee"), the Finance
Agreement may not be amended, in any material respect, or terminated while the
Company has any series of debt securities issued under the 1995 Indenture or any
series of other debt outstanding that is, by its express terms, entitled to the
provisions of the Finance Agreement unless at least two nationally recognized
statistical rating agencies that have been rating such series of debt, confirm
that their ratings for such series of debt will not be downgraded as a result or
the holders of at least a majority of the outstanding principal amount of such
series of debt have consented in writing.

Under the Indenture dated as of May 1, 1985 (together with all Supplemental
Indentures as noted in Part IV Item 14(a) 3, the "Indenture"), between PBCC and
SunTrust Bank (successor to Bankers Trust Company, effective December 16,
1996), as Trustee (the "Trustee"), PBCC agreed it would not waive compliance
with, or amend in any material respect, the Finance Agreement without the
consent of the holders of a majority in principal amount of the outstanding
securities of each series of debt securities issued under the Indenture. In
addition, PBI has entered into a Letter Agreement with the Trustee pursuant to
which it agreed, among other things, that it would not default under the Finance
Agreement nor terminate the Finance Agreement without the consent of the holders
of a majority in principal amount of the outstanding securities issued under the
Indenture.

Tax Sharing Agreement-The Company's taxable results are included in the
consolidated Federal and certain state income tax returns of Pitney Bowes. Under
the Tax Sharing Agreement, dated April 1, 1977, between the Company and Pitney
Bowes (the "Tax Sharing Agreement"), the Company makes payment to Pitney Bowes
for its share of consolidated income taxes, or receives cash equal to the
benefit of tax losses utilized in consolidated returns in exchange for which it
issues non-interest bearing subordinated notes with a maturity one day after all
senior debt is repaid. The Tax Sharing Agreement can be canceled by either PBI
or PBCC upon twelve months written notice.



<PAGE>




PITNEY BOWES INC.

PBI, a Delaware corporation organized in 1920, is listed on the New York Stock
Exchange. Headquartered in Stamford, Connecticut, PBI employed 32,724 persons
worldwide at December 31, 2001. PBI operates in three reportable segments:
Global Mailing, Enterprise Solutions and Capital Services.

The Global Mailing segment includes worldwide revenues and related expenses from
the rental of postage meters and the sale, rental and financing of mailing
equipment, such as mail finishing and software-based mail creation equipment.
Also included in this segment are software-based shipping, transportation and
logistics systems, related supplies and services, and postal payment solutions
and supply chain solutions such as order management and fulfillment support. In
accordance with postal regulations, postage meters may not be sold in the United
States; they are rented to users and therefore are not subject to lease by PBCC.

The Enterprise Solutions segment comprises two divisions - Pitney Bowes
Management Services and Document Messaging Technologies. Pitney Bowes Management
Services includes revenues and related expenses from facilities management
contracts for advanced mailing, reprographic, document management and other
high-value services. Document Messaging Technologies includes revenues and
related expenses from the sale, service and financing of high speed,
software-enabled production mail systems, sortation equipment, incoming mail
systems, electronic statement, billing and payment solutions, and mailing
software.

The Capital Services segment comprises primarily asset and fee-based income
generated by financing or arranging transactions of critical large-ticket
customer assets. Also included in this segment are revenues and related expenses
associated with the strategic financing of equipment for postal authorities
around the world.

At December 31, 2001, PBI and its consolidated subsidiaries had total assets of
$8.3 billion and stockholders' equity of $0.9 billion. For the year ended
December 31, 2001, PBI's consolidated revenue and income from continuing
operations were $4.1 billion and $514.3 million, respectively, compared with
$3.9 billion and $563.1 million, respectively, for 2000.

COMPETITION AND REGULATION

The finance business is highly competitive with aggressive rate competition.
Leasing companies, commercial finance companies, commercial banks and other
financial institutions compete in varying degrees in the several markets in
which PBCC does business and range from very large diversified financial
institutions to many small, specialized firms. In view of the market
fragmentation and absence of any dominant competitors, which result from such
competition, it is not possible to provide a meaningful description of PBCC's
competitive position in its markets. While financing rates are generally
considered by customers to be the principal factor in choosing a financing
source, the Company believes there are additional important factors related to a
customer's decision, including simplicity of documentation, flexibility and ease
of doing business over the duration of the contract. PBCC seeks to distinguish
itself from its competition by providing excellent service to its customers.

PBI has historically been a leading supplier of certain products and services in
its business segments, particularly postage meters and mailing machines.
However, all of its segments have strong competition from a number of companies.
In particular, PBI is facing competition in many countries for new placements
from several postage meter and mailing machine suppliers, and its mailing
systems products face competition from products and services offered as
alternative means of message communications. Pitney Bowes believes that its long
experience and reputation for product quality, and its sales and support service
organizations, along with PBCC, are important factors in influencing customer
choices with respect to its products and services.

Several states have ceilings on interest rates, which may be charged to
commercial customers on secured lending transactions. PBCC may be required to
charge lower interest rates in certain jurisdictions than it charges elsewhere,
or to cease offering secured lending transactions in such states. PBCC does not
extend consumer credit as defined in the Federal Consumer Credit Protection Act.
Accordingly, PBCC's financing transactions are not subject to that Act.



<PAGE>




FUNDING POLICY

PBCC's borrowing strategy is to use a balanced mix of debt maturities, variable-
and fixed-rate debt and interest rate swap agreements ("interest rate swaps") to
control its sensitivity to interest rate volatility. The Company utilizes
interest rate swaps when it considers the economic benefits to be favorable.
Interest rate swaps have been principally utilized to fix interest rates on
variable rate debt and/or obtain a lower cost on debt than would otherwise be
available absent the swap. (See ITEM 7A.- QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK for information regarding market risk.) The
Company may borrow through the sale of commercial paper, under its confirmed
bank lines of credit and by private and public offerings of intermediate- or
long-term debt securities. In August 1999, the Company established a medium-term
note program for the issuance from time to time of up to $500 million aggregate
principal amount of Medium-Term Notes, Series D having maturities of nine months
or more, of which $75 million aggregate principal amount remains available for
issuance as of December 31, 2001. See Note 11 to the CONSOLIDATED FINANCIAL
STATEMENTS.

While the Company's funding strategy of balancing short-term and long-term
borrowings and variable- and fixed-rate debt may reduce sensitivity to interest
rate changes over the long-term, effective interest costs have been and will
continue to be impacted by interest rate changes. The Company periodically
adjusts prices on its new leasing and financing transactions to reflect changes
in interest rates; however, the impact of these rate changes on revenue is
usually less immediate than the impact on borrowing costs.

EMPLOYEE RELATIONS

At December 31, 2001, there were 488 individuals employed by the Company and its
subsidiaries. Employee relations are considered to be highly satisfactory.
Management follows the policy of keeping employees informed of its decisions,
and encourages and implements suggestions whenever practicable.



                              ITEM 2. -- PROPERTIES

PBCC's executive and administrative offices are located in Shelton, Connecticut,
which it leases from PBI. The remaining lease term is for 11 years, cancelable
upon mutual agreement. Except for its executive offices, all of the Company's
remaining office space is occupied under operating leases with original terms
ranging from one to ten years. PBCC has nine district sales offices in or near
major metropolitan areas throughout the United States.


                          ITEM 3. -- LEGAL PROCEEDINGS

From time to time, the Company is a party to lawsuits that arise in the ordinary
course of its business. These lawsuits may involve litigation by or against the
Company to enforce contractual rights under contracts; lawsuits by or against
the Company relating to equipment, service or payment disputes with customers;
disputes with employees; or other matters. The Company is currently a plaintiff
or defendant in a number of lawsuits, none of which should have, in the opinion
of management and legal counsel, a material adverse effect on the Company's
financial condition or results of operations.


ITEM 4.-- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction I 2 (c).




                                     PART II

Item 5.-- Market for the registrant's common equity and related stockholder
matters

All of the Company's common stock is owned by Pitney Bowes Inc. Accordingly,
there is no public trading market for the Company's common stock. The Board of
Directors declared and the Company paid cash dividends to PBI in amounts
totaling $94.6 million in 2001, $390.6 million in 2000 and $85.0 million in
1999. Additionally in 2001, the Board of Directors declared and the Company paid
a dividend to PBI of $2.2 million, in the form of shares of capital stock of a
PBI subsidiary. The Company intends to continue payment of dividends to PBI in
2002.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                       Item 6. -- Selected financial data

The following tables summarize selected financial data for the Company, and
should be read in conjunction with the more detailed financial statements and
related notes thereto included under Item 8 of this report.

<TABLE>

       (Dollars in thousands)                                                          December 31,
                                           ---------------------------------------------------------------------------------------

       For the Years Ended (1)                                 2001            2000           1999            1998            1997
       -------------------                                     ----            ----           ----            ----            ----

<S>                                                     <C>            <C>            <C>            <C>              <C>
       Finance income...............................     $   587,759    $   579,089    $   568,689    $   514,287      $   524,913
       Equipment sales..............................               -              -          8,206              -                -
       Cost of meter transition.....................         109,900              -              -              -                -
       Selling, general and administrative expenses.         116,368        111,232        122,886         99,067           98,542
       Depreciation and amortization................          10,194         18,998         32,053         10,040           15,218
       Cost of equipment sales......................               -              -          8,206              -                -
       Provision for credit losses..................          49,710         55,787         41,917         36,080           34,076
       Interest expense, net........................         103,465        114,882        121,210        124,411          154,634
                                                            --------       --------       --------       --------         --------
       Income from continuing operations before
         income taxes                                        198,122        278,190        250,623        244,689          222,443
       Provision for income taxes...................          37,983         65,759         60,204         69,946           61,285
                                                            --------       --------       --------       --------         --------
       Income from continuing operations............         160,139        212,431        190,419        174,743          161,158
       Discontinued operations, net of tax..........              -               -        (22,947)        32,733           33,675
                                                            --------       --------       --------       --------         --------
       Net income...................................     $   160,139    $   212,431    $   167,472    $   207,476      $   194,833
                                                            ========       ========       ========       ========         ========
       Ratio of earnings from continuing operations
        to fixed charges (2)
                                                               2.91X          3.41X          3.06X          2.96X            2.49X


       At Year End

       Gross finance assets
       Internal Financing...........................     $ 2,459,376    $ 2,572,565    $ 2,699,659    $ 2,311,880      $ 1,991,797
       Capital Services.............................         950,602        958,792        968,277      1,151,261        2,393,021
                                                           ---------      ---------      ---------      ---------        ---------
       Total gross finance assets...................       3,409,978      3,531,357      3,667,936      3,463,141        4,384,818
       Unearned income, net of initial direct
        costs deferred                                      (609,488)      (689,125)      (689,613)      (744,891)        (909,280)
                                                           ---------      ---------      ---------      ---------        ---------
       Finance assets...............................     $ 2,800,490    $ 2,842,232    $ 2,978,323    $ 2,718,250      $ 3,475,538
                                                           =========      =========      =========      =========        =========

       Investment in leveraged leases...............     $ 1,202,635    $ 1,024,202    $   850,000    $   764,145      $   667,779
                                                           =========      =========      =========      =========        =========

       Investment in operating leases, net..........     $    23,311    $    29,477    $    45,607    $    33,261      $    32,112
                                                           =========      =========      =========      =========        =========

       Allowance for credit losses..................     $  (103,820)   $   (74,129)   $   (80,655)   $  (115,233)     $  (116,588)
                                                           =========      =========      =========      =========        =========

       Total assets.................................     $ 5,720,970    $ 5,529,886    $ 5,382,976    $ 5,293,670      $ 5,328,340
                                                           =========      =========      =========      =========        =========

       Senior notes payable
       Within one year..............................     $   203,565    $ 1,004,949    $ 1,044,573    $   991,853      $ 1,970,110
       After one year...............................       1,457,630      1,224,819      1,332,000      1,382,000        1,050,000
                                                           ---------      ---------      ---------      ---------        ---------
       Total senior notes payable...................     $ 1,661,195    $ 2,229,768    $ 2,376,573    $ 2,373,853      $ 3,020,110
                                                           =========      =========      =========      =========        =========

       Short-term notes payable to affiliates.......     $   543,790    $   119,464    $    37,000    $   137,000$               -
                                                           =========      =========      =========      =========        =========
       Long-term notes payable to affiliates........     $   222,000    $   259,000    $   333,000    $   333,000$               -
                                                           =========      =========      =========      =========        =========
       Subordinated notes payable...................     $   439,951    $   362,926    $   299,892    $   285,886      $   270,487
                                                           =========      =========      =========      =========        =========

       Stockholder's equity.........................     $ 1,476,373    $ 1,420,640    $ 1,298,809    $ 1,216,337      $ 1,094,861
                                                           =========      =========      =========      =========        =========

       Debt to equity...............................          1.94:1         2.09:1         2.35:1         2.57:1           3.01:1
</TABLE>

(1)  For the years ended December 31, 1999, 1998 and 1997, AMIC and CPLC have
     been accounted for as discontinued operations in the Consolidated
     Statements of Income. Consequently, prior years' Consolidated Statements of
     Income have been reclassified to conform to current year presentation.
(2)  The computation of the ratio of earnings to fixed charges has been computed
     by dividing income from continuing operations before income taxes as
     adjusted by fixed charges. Included in fixed charges is one-third of rental
     expense as the representative portion of interest. (See Item 14 - Exhibit
     (i) for calculation)




<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

The Company operates in two reportable segments: Internal Financing and Capital
Services. Internal Financing provides marketing support to PBI and includes
financing of mailing, paper handling and shipping equipment and scales. Internal
Financing also includes convenient financing alternatives for the purchase of
postage and other services targeted toward the small business owner. The Capital
Services segment primarily provides large-ticket financing and fee-based
programs covering a broad range of products and other financial services. Also
included in this segment is the strategic financing of equipment for postal
authorities around the world.

On December 3, 2001, PBI completed the spin-off of its Office Systems business
to stockholders as an independent, publicly-traded company, under the name of
Imagistics International Inc. ("Imagistics"). PBI distributed 100 percent of the
shares of Imagistics stock through a special stock dividend of Imagistics common
stock to Pitney Bowes common stockholders. Each eligible Pitney Bowes common
stockholder of record on November 19, 2001 received 0.08 shares of Imagistics
stock for each share of Pitney Bowes stock. Office Systems included the copier
and facsimile businesses. As a result of the spin-off, copier and facsimile
equipment financing is reported as a component of Capital Services.

In 2001, PBI adopted a formal plan to transition to the next generation of
networked mailing technology. The information capture and exchange made possible
by advanced technology turns the postage meter into an "intelligent" terminal
that networks the mailer to postal and carrier information and systems. This
two-way information architecture, in turn, enables convenient access to and
delivery of value-added services such as tracking, delivery confirmation and
rate information. The adoption of this plan was facilitated by PBI's expanded
access to technology and its ability to move to networked products combined with
its expectations that the U.S. and postal services around the world will
continue to encourage the migration of mailing systems to networked digital
technologies. In connection with this plan, PBCC recorded non-cash pretax
charges of $109.9 million for the year ended December 31, 2001, related to
impairment of finance assets, primarily lease residuals. PBCC has segregated
these charges in the Consolidated Statements of Income for the year ended
December 31, 2001. In November 2001, postal regulations were issued, consistent
with PBI's meter transition plan, defining the meter migration process and
timing.

In June 2000, PBCC sold its PitneyWorksSM , Business RewardsSM Visa(R), and
Business Visa(R) card operations, including credit card receivables of
approximately $322 million.

Income from continuing operations was $160.1 million in 2001, a decrease of
$52.3 million (24.6%) from $212.4 million in 2000. The decrease is attributable
to costs associated with PBI's transition to the next generation of networked
mailing technology as described above. Excluding this charge, income from
continuing operations would have been $226.1 million, an increase of $13.6
million (6.4%) over 2000. Income from continuing operations in 2000 represented
an increase of $22.0 million (11.6%) from 1999. The improvement throughout the
three-year period was largely attributable to growth in the Company's internal
financing segment and higher fee- and service-based income and lower costs.

On January 14, 2000, the Company sold its mortgage servicing business, Atlantic
Mortgage & Investment Corporation ("AMIC"), a wholly-owned subsidiary of the
Company, to ABN AMRO North America. The Company received approximately $484
million in cash at closing. Accordingly, operating results of AMIC have been
segregated and reported as discontinued operations in the Consolidated
Statements of Income. In connection with the sale, the Company recorded a loss
of approximately $27.6 million (net of taxes of $18.4 million) for the year
ended December 31, 1999. The transaction is subject to post-closing adjustments.
See Note 2 to the consolidated financial statements



As part of the Company's strategy to reduce the capital committed to asset-based
financing, while increasing fee-based income in 1998, the Company sold its
broker-oriented small-ticket leasing business to General Electric Capital
Corporation ("GECC"), a subsidiary of General Electric Company. As part of the
sale, the operations, employees and substantially all the assets of Colonial
Pacific Leasing Corporation ("CPLC") were transferred to GECC. The Company
received approximately $790 million at closing, which approximates the book
value of net assets sold or otherwise disposed of and related transaction costs.
Accordingly, operating results of CPLC have been segregated and reported as
discontinued operations in the Consolidated Statements of Income. In connection
with this transaction, the Company recorded a gain of approximately $3.7 million
(net of taxes of $2.0 million) for the year ended December 31, 1999. This gain
resulted from the settlement of post-closing adjustments in 1999 related to the
sale, offset by the cost of settlement with regard to a dispute with GECC over
certain assets that were included in the sale. See Note 2 to the consolidated
financial statements.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Critical Accounting Policies
PBCC has identified the policies below as critical to its business operations
and to the understanding of its results of operations. These policies and any
associated risks on its results of operations are discussed throughout
Management's Discussion and Analysis of Financial Conditions and Results of
Operations. For further discussion on the application of these and other
accounting policies, see Note 1 to the consolidated financial statements.

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. These estimates include, but are not limited to customer
cancellations, bad debts, investments, residual values, income taxes,
restructuring costs, pensions and other postretirement benefits, and
contingencies and litigation. Actual results could differ from those estimates.

Basis of accounting for financing transactions - At the time a direct finance
lease transaction is consummated, the Company records on its balance sheet the
total receivable, unearned income and the estimated residual value of the leased
equipment. Unearned income represents the excess of the total receivable plus
the estimated residual value over the cost of equipment. Unearned income is
recognized as finance income under the interest method over the term of the
lease. Initial direct costs incurred in consummating transactions, including
fees paid to Pitney Bowes Inc. ("Pitney Bowes" or "PBI"), are accounted for as
part of the investment in a direct financing lease and amortized to income using
the interest method over the term of the lease. Finance leases include
unguaranteed residual values, which are estimates made at lease inception of the
fair value of the leased property at the end of the lease term. Such estimates
are regularly reviewed for impairment of value and accounted for in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting
for Leases", as amended. In connection with the Company's financing programs it
offers additional services to its customers for which it charges fees. These
fees are generally recognized as revenue as the services are provided.

Sale of Financial Assets - The Company has, from time to time, sold selected
finance assets. The Company follows SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," when
accounting for its sale of finance assets. SFAS No. 140, which replaces SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", was effective March 31, 2001. Prior to this,
the Company followed SFAS No. 125 when accounting for its sale of finance
assets. All assets obtained or liabilities incurred in consideration are
recognized as proceeds of the sale and any gain or loss on the sale is
recognized in earnings.

Investment in leveraged leases - The Company's investment in leveraged leases
consists of rental receivables net of principal and interest on the related
nonrecourse debt, estimated residual value of the leased property and unearned
income. At lease inception, unearned income represents the excess of rental
receivables, net of that portion of the rental applicable to principal and
interest on the nonrecourse debt, plus the estimated residual value of the
leased property over the Company's investment in the transaction. Unearned
income is recognized as finance income over the term of the transaction at a
constant after-tax rate of return on the positive net investment balance.
Leveraged leases include unguaranteed residual values which are estimates made
at lease inception of the fair value of the leased property at the end of the
lease term. Such estimates are regularly reviewed for impairment of value and
accounted for in accordance with SFAS No. 13, "Accounting for Leases", as
amended.

Allowance for credit losses - The allowance for credit losses is established
through charges to the provision for credit losses. Finance receivables are
charged to the allowance for credit losses after collection efforts are
exhausted and the account is deemed uncollectible.

The Company regularly evaluates the adequacy of the allowance for credit losses.
The evaluation includes historical loss experience, the nature and volume of the
Company's portfolios, adverse situations that may affect a customer's ability to
repay, estimated value of the underlying collateral (if any) and prevailing
economic conditions. If the evaluation of reserve requirements differs from the
actual aggregate reserve, adjustments are made to the reserve. This evaluation
is inherently subjective, as it requires estimates that are susceptible to
revision as more information becomes available.

The Company's general policy is to discontinue income recognition for finance
receivables contractually past due for over 90 to 120 days depending on the
nature of the transaction. Resumption of income recognition occurs when payments
reduce the account to 60 days or less past due. Capital Services' transactions
are reviewed on an individual basis. Income recognition is normally discontinued
as soon as it is apparent that the obligor will not be making payments in
accordance with lease terms and resumed only after the Company has sufficient
experience on resumption of payments to be satisfied that such payments will
continue in accordance with contract terms.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Income taxes - Primarily all the accounts of the Company are included in the
consolidated Federal income tax return and certain consolidated state income tax
returns of PBI. However, the provision for income taxes is calculated as if the
Company had filed separate Federal and state income tax returns. Under a tax
sharing agreement between the Company and Pitney Bowes, the Company makes
payments to Pitney Bowes for its share of consolidated income taxes or receives
cash equal to the benefit of tax losses utilized in consolidated returns in
exchange for which it issues non-interest bearing subordinated notes with a
maturity one day after all senior debt is repaid. For tax purposes, income from
leases is recognized under the operating method and represents the difference
between gross rentals billed and operating expenses. Deferred taxes reflected in
the Company's Consolidated Balance Sheets represent the difference between
Federal and state income taxes reported for financial and tax reporting
purposes, less non-interest bearing subordinated notes issued.

Results from Continuing Operations
Finance income from all sources increased $8.7 million (1.5%) to $587.8 million
in 2001, following a $10.4 million (1.8%) increase to $579.1 million in 2000.
The net increases primarily reflect a combination of portfolio growth in the
internal leasing business coupled with higher fee- and service-based revenue
from the Company's postage payment programs and higher earnings from the
leveraged lease portfolio, partially offset by the impact of the sale of the
Company's credit card operations in June 2000.

Selling, general and administrative ("SG&A") expenses increased $5.1 million
(4.6%) to $116.4 million in 2001 compared with $111.2 million in 2000 and $122.9
million for 1999. The increase in 2001 is primarily due to costs associated with
investments in growth initiatives. The decrease in 2000 is primarily due to the
sale of the credit card portfolio in June 2000 and benefits from the regional
consolidation project completed early in 2000.

Net interest expense decreased $11.4 million (9.9%) to $103.5 million in 2001
compared with $114.9 million in 2000 and $121.2 million in 1999. The decrease in
2001 was due to lower interest rates and lower average borrowings. The effective
interest rate on average borrowings was 6.23 percent in 2001 compared to 6.86
percent in 2000 and 5.63 percent in 1999. Included in 1999 net interest expense
was the effect of a $3.6 million gain from the termination of an interest rate
swap in September of that year. The swap was for a notional principal amount of
$125 million, at a fixed interest rate of 5.83 percent and a floating rate equal
to the Money Market Yield of Commercial Paper - Nonfinancial. Under the terms of
the swap agreement the Company was the fixed rate payor. The swap would have
been effective through February 2, 2005. The Company does not match fund its
financing investments.

Depreciation of equipment under operating leases was $2.8 million, $4.4 million
and $5.2 million for the years ended December 31, 2001, 2000 and 1999,
respectively. This reflects the ongoing decrease in the Company's investment in
operating leases.

Provision for income taxes on income from continuing operations was $38.0
million (an effective tax rate of 19.2%) for the year ended December 31, 2001
compared with $65.8 million (an effective tax rate of 23.6%) for 2000 and $60.2
million (an effective tax rate of 24.0%) in 1999. Without the adoption of the
meter transition plan, the effective tax rate in 2001 would have been 26.6% an
increase of 3.0% over 2000. The increase in the effective tax rate, excluding
the meter transition plan, in 2001 is primarily due to the decreased impact of
certain Capital Services partnership leasing transactions entered into in prior
years. The decrease in the effective tax rate in 2000 compared to 1999 is
primarily attributable to the impact of cumulative adjustments made to recognize
decreases in state income tax rates. In the future, the Company's effective tax
rate could be impacted by tax law changes and interpretations by governments or
courts.

Business Segments
On December 3, 2001, PBI completed the spin-off of its Office Systems business
to stockholders as an independent, publicly-traded company, under the name
Imagistics International Inc. ("Imagistics"). PBI distributed 100 percent of the
shares of Imagistics stock through a special stock dividend of Imagistics common
stock to Pitney Bowes common stockholders. Each eligible Pitney Bowes common
stockholder of record on November 19, 2001 received 0.08 shares of Imagistics
stock for each share of Pitney Bowes stock. Office Systems included the copier
and facsimile businesses. As a result of the spin-off, copier and facsimile
financing is being reported as a component of Capital Services.
In connection with the meter transition plan referred to above, PBCC recorded a
non-cash, pretax charge of $109.9 million in 2001, related to the impairment of
finance assets, primarily lease residuals. The impact of this charge is
reflected in the Company's Internal Financing segment.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Revenue and income from continuing operations for the Company, by business
segment, for the years ended December 31, 2001, 2000 and 1999 are summarized
below:
<TABLE>

(in thousands of dollars)                                                   2001             2000              1999
                                                                           -----             ----              ----
Revenue:
<S>                                                                  <C>              <C>               <C>
  Internal Financing..........................................        $  410,753       $  407,676        $  383,187
  Capital Services............................................           177,006          171,413           193,708
                                                                         -------          -------           -------
       Total revenue..........................................        $  587,759       $  579,089        $  576,895
                                                                         =======          =======           =======
Income from continuing operations
   before income taxes:
  Internal Financing..........................................        $  133,758       $  225,333        $  211,542
  Capital Services............................................            64,364           52,857            39,081
                                                                         -------          -------           -------
       Total income from continuing operations
       before income taxes....................................        $  198,122       $  278,190        $  250,623
                                                                         =======          =======           =======
</TABLE>

Internal Financing segment revenue increased 0.8 percent in 2001 and 6.4 percent
in 2000, while income from continuing operations before income taxes decreased
40.6 percent in 2001 and increased 6.5 percent in 2000. The increase in revenue
was primarily due to higher earning asset levels in the internal leasing
business and higher fee- and service-based income from postage payment programs,
offset by the impact of the sale of the Company's credit card operations in June
2000. Excluding the credit card revenue in 2000, revenue growth in 2001 would
have been 6.0 percent. The decrease in income from continuing operations before
income taxes is due to the costs associated with the meter transition plan
referred to above. Excluding the impact of the meter transition plan, the growth
in income before income taxes would have been 8.1 percent, driven by the revenue
impacts noted above, as well as a lower credit loss provision and lower interest
costs, related to the sale of the credit card operations in June 2000.



Capital Services segment revenue increased 3.3 percent in 2001 and decreased
11.5 percent in 2000, while income from continuing operations before income
taxes increased 21.8 percent in 2001 and 35.2 percent in 2000. The increase in
revenue reflects higher fee income and higher earnings in the leveraged lease
portfolio. The increase in income from continuing operations before income taxes
reflects these revenue improvements, lower interest rates and lower depreciation
and amortization costs. The Company continues to pursue a strategy of selective
asset sales and limited new investments.

Accounting Changes
The Company  adopted  SFAS No.  133,  "Accounting  for  Derivative  Instruments
and  Hedging  Activities"  as amended by SFAS No. 138, "Accounting for Certain
Derivative  Instruments  and Certain Hedging  Activities an amendment of FASB
Statement No. 133" on January 1, 2001.  SFAS No. 133 requires that all
derivatives be recorded on the  Consolidated  Balance Sheets at fair value.
Changes in the fair value of  derivatives  are recorded  each period in
earnings or Other  Comprehensive  Income  (Loss)  ("OCI")  depending on the
type of hedging instrument and the effectiveness of the hedge.

All of the derivatives used by the Company as hedges are highly effective as
defined by SFAS No. 133 because all of the critical terms of the derivatives
match those of the hedged items. The derivatives used by the Company have been
designated as either cash flow or fair value hedges at the time of adoption of
SFAS No. 133. Derivatives designated as cash flow hedges consist of interest
rate swaps related to variable-rate debt. Derivatives designated as fair value
hedges consist of interest rate swaps related to fixed-rate debt. All
derivatives are adjusted to their fair market values at the end of each quarter.
Unrealized net gains and losses for cash flow hedges are recorded in OCI.

The Company periodically enters into interest rate swaps to manage the risk
associated with changes in interest rates. The adoption of SFAS No. 133 has
resulted in an after tax reduction to accumulated other comprehensive income
of $7.6 million, including a one-time cumulative effect of accounting change
which reduced accumulated other comprehensive income by $7.0 million in the
first quarter of 2001.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION


ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

During 2000, SFAS No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" was issued, replacing SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities". SFAS No. 140 revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, as well
as requiring certain additional disclosures. However, it carries over most of
the provisions contained in SFAS No. 125. SFAS No. 140 was effective for
transfers and servicing of financial assets and extinguishment of liabilities
occurring after March 31, 2001. However, it is effective for the recognition and
reclassification of collateral and for disclosures relating to those
transactions for the year ended December 31, 2000. The adoption of this standard
did not have a material impact on the Company.


In 2001, SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and
Other Intangible Assets" were issued requiring business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of accounting,
and refining the criteria for recording intangible assets separate from
goodwill. Recorded goodwill and intangibles will be evaluated against this new
criterion and may result in certain intangibles being included into goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
will not be amortized into results of operations, but instead would be reviewed
for impairment and charged against results of operations only in the periods in
which the recorded value of goodwill and certain intangibles is more than its
fair value. The provisions of each statement which apply to goodwill and
intangible assets acquired prior to June 30, 2001 will be adopted by the Company
on January 1, 2002. The adoption of these accounting standards is not expected
to have a material impact on the Company.

In 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations" was issued,
amending SFAS No. 19, "Financial Accounting and Reporting by Oil and Gas
Producing Companies", and applies to all entities. SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 143 is effective January 1, 2003 for the Company. The Company is
currently evaluating the impact of this statement.

In 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", was issued, replacing SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and portions of
Accounting Principles Board ("APB") Opinion 30, "Reporting the Results of
Operations". SFAS No. 144 provides a single accounting model for long-lived
assets to be disposed of and changes the criteria that would have to be met to
classify an asset as held-for-sale. SFAS No. 144 retains the requirement of APB
Opinion 30 to report discontinued operations separately from continuing
operations and extends that reporting to a component of an entity that either
has been disposed of or is classified as held for sale. SFAS No. 144 is
effective January 1, 2002 for the Company. The Company is currently evaluating
the impact of this statement.


In 2001, the Financial Accounting Standards Board's Emerging Issues Task Force
("EITF") reached a consensus on Issue 01-10, "Accounting for the Impact of the
Terrorist Attacks of September 11, 2001". EITF 01-10 provides guidance for
accounting for the effects of the events of September 11, 2001 in financial
statements. The Company believes it is in compliance with these standards in all
material respects.


Portfolio Quality

Finance assets represent the Company's largest asset and its primary source of
revenue. The Company's finance assets at December 31, 2001 decreased $41.7
million to approximately $2.80 billion from approximately $2.84 billion at the
end of 2000. The decrease is primarily due to the write down of certain Internal
Finance segment finance assets in connection with the meter transition plan, the
Company's ongoing effort to limit Capital Services asset levels and a lower
investment balance in the Company's postage payment and revolving credit
products.

Lease finance receivables represent the Company's expected future rental
payments on its finance leases. The Company's lease finance receivables were
approximately $2.84 billion and $2.83 billion at December 31, 2001 and 2000,
respectively. Other finance receivables represent the amount invested in the
Company's postage payment and revolving credit products. The balance of other
finance receivables at December 31, 2001 was $318.1 million compared to $343.1
million at December 31, 2000. The decrease reflects the seasonality of postage
purchases, as well as impacts of certain marketing programs in the fourth
quarter of 2000 related to the postal rate increase in January 2001.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION


ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Non-performing receivables are those on which the Company has discontinued
recognizing revenue. For transactions in the internal leasing programs, the
Company discontinues income recognition for finance receivables past due over
120 days. The Company has utilized this period because historically, internal
collection efforts have continued for this time period. In Capital Services
programs, income recognition is normally discontinued as soon as it is apparent
that the obligor will not be making payments in accordance with lease terms,
such as in the event of bankruptcy. Otherwise, income recognition is
discontinued when accounts are over 90 days past due. Non-performing receivables
at December 31, 2001 were $68.8 million (2.5% of total finance assets) compared
with $51.5 million (1.8% of total finance assets) at December 31, 2000.



The Company's allowance for credit losses as a percentage of net lease
receivables (net investments before allowance for credit losses plus the
uncollected principal balance of receivables sold) was 2.37 percent at December
31, 2001 and 1.72 percent at December 31, 2000. PBCC charged $44.9 million and
$62.3 million against the allowance for credit losses in 2001 and 2000,
respectively.


Liquidity and Capital Resources

The Company's principal sources of funds are from operations and borrowings. It
has been PBCC's practice to use a balanced mix of debt maturities, variable- and
fixed-rate debt and interest rate swap agreements to control sensitivity to
interest rate volatility. PBCC's debt mix was 26 percent short-term and 74
percent long-term at December 31, 2001 and 38 percent short-term and 62 percent
long-term at December 31, 2000. PBCC's swap-adjusted variable-rate versus
fixed-rate debt mix was 30 percent variable-rate and 70 percent fixed-rate at
December 31, 2001, and 42 percent variable-rate and 58 percent fixed-rate at
December 31, 2000. The Company may borrow through the issuance of commercial
paper, under its confirmed bank lines of credit, and by private and public
offerings of intermediate- or long-term debt securities. Together with its
parent, PBI, the Company had unused lines of credit and revolving credit
facilities totaling $1.5 billion at December 31, 2001. More detailed information
regarding the Company's debt is contained in Note 11 to the CONSOLIDATED
FINANCIAL STATEMENTS.


PBCC had $75 million of unissued debt securities available at December 31, 2001
from a shelf registration statement filed with the Securities and Exchange
Commission ("SEC") in July 1998. As part of this shelf registration statement,
in August 1999, PBCC established a medium-term note program for the issuance
from time to time of up to $500 million aggregate principal amount of
Medium-Term-Notes, Series D, of which $75 million remained available at December
31, 2001.

In August 2001, PBCC issued $350 million of unsecured fixed rate notes maturing
in August 2008. These notes bear interest at an annual rate of 5.75 percent and
pay interest semi-annually beginning February 15, 2002. The proceeds from these
notes were used for general corporate purposes, including the repayment of
commercial paper.

In July 2001, PBCC issued four nonrecourse promissory notes totaling $111.5
million in connection with four lease transactions. The promissory notes are all
due in installments over 194 months at an interest rate of 7.24 percent. In
September 2001, PBCC sold its interest in two of the lease transactions and
transferred the obligation on two of the nonrecourse promissory notes totaling
$55.3 million in principal balance. Two nonrecourse promissory notes remain
outstanding at December 31, 2001 with a total principal balance of $54.9
million. These notes are serviced by the underlying lease transaction payments.

In December 2000, PBCC issued $100 million of unsecured floating rate notes
maturing April 2002 and $100 million of unsecured floating rate notes maturing
June 2004, under the medium-term note program. These notes bear interest at
floating rates of LIBOR plus 5 basis points and 25 basis points, respectively,
set as of the quarterly interest payment dates. The proceeds from these notes
were used for general corporate purposes, including the repayment of commercial
paper.

In April 2000, PBCC issued a total of $134 million of Series A and Series B
Secured Floating Rate Senior Notes. The notes are due in 2003 and bear interest
at 7.44%. The proceeds from the notes were used to purchase subordinated debt
obligations from PBI ("PBI Obligations"). The PBI Obligations have a principal
amount of $134 million and bear interest at 8.073% for the first three years and
reset in May 2003 and each third anniversary of the first reset date. The
proceeds from the PBI Obligations were used for general corporate purposes,
including the repayment of short-term debt.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Liquidity and Capital Resources  (continued)


In March 2000, PBCC issued $43.3 million of 7.52% Senior Notes maturing 2002
through 2012. The proceeds from these notes were used to pay down commercial
paper.

The Company's utilization of derivative instruments is normally limited to
interest rate swap agreements and foreign currency exchange forward contracts.
The Company periodically enters into interest rate swaps as a means of managing
interest rate exposure. The interest rate differential paid or received over the
life of the agreements is recognized as an adjustment to interest expense. The
Company is exposed to credit loss in the event of non-performance by the
counterparties to the interest rate swaps to the extent of the differential
between fixed- and variable-rates; such exposure is considered minimal. At
December 31, 2001 the Company was counterparty to interest rate swaps with a
total notional amount of $550 million.

The Company has, from time to time, entered into foreign currency contracts for
the purpose of minimizing its risk of loss from fluctuations in exchange rates
in connection with certain intercompany transactions. The Company is exposed to
credit loss in the event of non-performance by the counterparties to the foreign
currency contracts to the extent of the difference between the spot rate at the
date of the contract delivery and the contracted rate; such exposure is also
considered minimal. At December 31, 2001 there were no foreign currency
contracts outstanding.

Since the Company normally enters into derivative transactions only with members
of its banking group, the credit risk of these transactions is monitored as part
of the normal credit review of the banking group. The Company monitors the
market risk of derivative instruments through periodic review of fair market
values.

Under the Finance Agreement between Pitney Bowes and the Company, Pitney Bowes
is obligated on a quarterly basis to make payments, to the extent necessary, so
that the Company's earnings available for fixed charges for the preceding one
year period shall not be less than 1.25 times its fixed charges. Pitney Bowes
has also agreed to make any past due principal, interest or premium payments on
behalf of PBCC in respect to all approved debt and/or commercial paper, in the
event that PBCC is unable to make such payments. To date, no such payments from
Pitney Bowes have been required.


The Company will continue to use cash to invest in finance assets with emphasis
on Internal Financing transactions and selected investments in Capital Services
programs. The Company believes that cash generated from operations and
collections on existing lease contracts will provide the majority of cash needed
for such investment activities. Borrowing requirements will be dependent upon
the level of equipment purchases from Pitney Bowes, the level of Capital
Services financing activity, capital requirements for new business initiatives,
intercompany loans, and the refinancing of maturing debt. Additional cash, to
the extent needed, is expected to come from commercial paper and intermediate-
or long-term debt securities and intercompany funds, when available. While the
Company expects that market acceptance of its debt will continue to be strong,
additional liquidity is available under revolving credit facilities and credit
lines.


Leveraged Leases

The Company's net investment in leveraged leases is composed of the following
elements:
<TABLE>

           December 31                                                                  2001
                                                                                        ----
            (in thousands of dollars)
<S>                                                                             <C>
            Gross rental receivables...................................          $ 6,457,444
            Principal and interest on nonrecourse loans................           (5,187,535)
                                                                                   ---------
            Net rental receivables.....................................            1,269,909
            Unguaranteed residual valuation............................              686,099
            Unearned income............................................             (753,373)
                                                                                   ---------
            Investment in leveraged leases.............................          $ 1,202,635
                                                                                   =========
</TABLE>



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION


ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Leveraged Leases (continued)


o        The $1.2 billion is the amount that is reflected on the Consolidated
         Balance Sheets at December 31, 2001.

o        Gross rental receivables represent total lease payments from customers
         over the remaining term of the underlying lease agreements.

o        Unguaranteed residual valuation represents the value of the property
         anticipated at the end of the leveraged lease terms and was based on
         independent appraisals performed by nationally recognized appraisers.
         The Company regularly reviews the recorded residual values to ensure
         they are appropriate.

o        Principal  and interest on  nonrecourse  loans  represent  amounts due
         to unrelated  third  parties  from  customers  over the remaining term
         of the leveraged  leases.  The nonrecourse  loans are secured by the
         lessees' rental  obligation and the leased property.  If a lessee
         defaults and if the amounts  realized from the sale of these assets
         are insufficient,  the Company has no obligation to make any payments
         due on these  nonrecourse  loans to the unrelated third parties.
         Accordingly,  the Company is required by generally  accepted
         accounting  principles to subtract the  principal and interest over
         the remaining  term of the nonrecourse loans from gross rental
         receivables and unguaranteed  residual valuation.  At December 31,
         2001, the principal balances on the  nonrecourse  loans totaled
         $2.8 billion and the related  interest  payments  over the remaining
         terms of the leases totaled $2.4 billion.

o        Unearned income represents the future financing income that will be
         earned over the remaining term of the leases.

The $1.2 billion investment in leveraged leases on the Consolidated Balance
Sheets is diversified across the following types of assets:

o        $332.1 million related to commercial real estate facilities, with
         original lease terms ranging from 15 to 25 years.
o        $301.3 million for nine aircraft  transactions  with major commercial
         airlines,  with original lease terms ranging from 22 to 25 years.
o        $166.6 million for postal equipment with  international  postal
         authorities,  with original lease terms ranging from 16 to 24 years.
o        $151.8 million related to locomotives and railcars, with original
         lease terms ranging from 32 to 47 years.
o        $130.0 million for rail and bus facilities with original lease terms
         ranging from 32 to 44 years.
o        $120.8 million for telecommunications equipment, with original lease
         terms ranging from 14 to 16 years.

The Company has been entering into leveraged lease transactions for 14 years.
The Company enters into these transactions selectively with highly creditworthy
lessees to whom it leases equipment and other assets with consistently strong
resale values. The average transaction value is approximately $28.0 million.
Additionally, the investment in leveraged leases is diversified across 34
customers, 44 individual transactions and six major product types. As a result,
the Company believes that its risk of a material loss in the current portfolio
is minimal.

Off-Balance Sheet Items

Finance receivables sales - The Company has sold net finance receivables and in
selective cases entered into guarantee contracts with varying amounts of
recourse in privately placed transactions with unrelated third-party investors.
The uncollected principal balance of receivables sold and guarantee contracts
totaled $181.2 million and $262.1 million at December 31, 2001 and 2000,
respectively. In accordance with generally accepted accounting principles, the
Company has not recorded these amounts as liabilities on its Consolidated
Balance Sheets.



<PAGE>



                         PITNEY BOWES CREDIT CORPORATION



ITEM 7.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The maximum risk of loss on these net financing receivables and guarantee
contracts arises from the possible non-performance of lessees to meet the terms
of their contracts and from changes in the value of the underlying equipment.
These contracts are secured by the underlying equipment value, and supported by
the creditworthiness of customers. At December 31, 2001, the underlying
equipment value exceeded the sum of the uncollected principal balance of
receivables sold and the guarantee contracts. As part of its review of risk
exposure, the Company believes it has made adequate provision for sold
receivables and guarantee contracts which may not be collectible. The Company
does not depend on these types of transactions to fund its leasing investments.
The Company selectively uses these transactions when it considers the economic
impact to be favorable.

State and local government financing - The Company has originated tax-exempt
secured loans to state and local governments and has sold certificates of
interest in these loans to third parties. Generally, the Company recognizes
revenue for the fees it receives upon the sale of these certificates. These
transactions however, may require us to buy back certificates from the third
parties if interest rates rise significantly. The Company's maximum risk of loss
arises because it may be required to buy back certificates and resell them to
other third parties at below cost. The Company has structured these transactions
so that even in a rising interest rate environment, losses would be minimal. The
Company has further minimized any risk of non-performance on the state and local
government loans by obtaining credit guarantees of these loans from a
highly-rated nationally recognized insurance company. Certificates outstanding
at December 31, 2001 and 2000 were $263.7 million and $240.7 million,
respectively. In accordance with generally accepted accounting principles, the
Company does not record these certificates as assets or liabilities on its
Consolidated Balance Sheets.

Equity interest - During 1997, PBCC and GATX Corporation ("GATX") formed PBG
Capital Partners LLC ("PBG") for the purpose of financing and managing certain
then-existing leasing related assets. PBCC contributed assets to PBG and
maintains a 50% interest. PBCC accounts for its investment in PBG under the
equity method. The Company's maximum exposure is its investment of $166 million
reflected on its Consolidated Balance Sheets at December 31, 2001. PBG's total
assets and liabilities at December 31, 2001 were $536 million and $290 million,
respectively. In accordance with generally accepted accounting principles, the
Company does not record these assets and liabilities on its Consolidated Balance
Sheets.


FORWARD - LOOKING STATEMENTS

The Company wants to caution readers that any forward-looking statements with
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 in this Form 10-K, other reports or press
releases or made by the Company's management involve risks and uncertainties
which may change based on various important factors. These forward-looking
statements are those which talk about the Company's or management's current
expectations as to the future and include, but are not limited to, statements
about the amounts, timing and results of possible restructuring charges and
future earnings. Words such as "estimate", "project", "plan", "believe",
"expect", "anticipate", "intend", and similar expressions may identify such
forward-looking statements. Some of the factors which could cause future
financial performance to differ materially from the expectations as expressed in
any forward-looking statement made by or on behalf of the Company include:

o        changes in international or national political or economic conditions
o        changes in postal regulations
o        timely development and acceptance of new products
o        success in gaining product approval in new markets where regulatory
         approval is required
o        successful entry into new markets
o        mailers' utilization of alternative means of communication or
         competitors' products
o        the Company's success at managing customer credit and residual value
         risks
o        changes in interest rates
o        timing and execution of PBI restructuring plan
o        impact on mail volume resulting from current concerns over the use of
         the mail for transmitting harmful biological agents


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION



ITEM 7A. -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is exposed to the impact of interest rate changes due to its
investing and funding activities.

The Company's objective in managing its exposure to interest rate changes is to
limit the impact of interest rate changes on earnings and cash flows and to
lower its overall borrowing costs. To achieve its objectives, the Company uses a
balanced mix of debt maturities and variable and fixed rate debt together with
interest rate swaps.

The Company employs established policies and procedures governing the use of
financial instruments to manage its exposure to such risks. The Company does not
enter into interest rate transactions for speculative purposes.

The Company utilizes a "Value-at-Risk" ("VaR") model to determine the maximum
potential loss in fair value from changes in market conditions. The VaR model
utilizes a "variance/co-variance" approach and assumes normal market conditions,
a 95% confidence level and a one-day holding period. The model includes all of
the Company's debt and all interest rate and foreign exchange derivative
contracts. Anticipated transactions, firm commitments and receivables and
accounts payable denominated in foreign currencies, which certain of these
instruments are intended to hedge were excluded from the model.

The VaR model is a risk analysis tool and does not purport to represent actual
losses in fair value that will be incurred by the Company, nor does it consider
the potential effect of favorable changes in market factors.

At December 31, 2001, the Company's maximum potential one-day loss in fair value
of the Company's exposure to interest rates using the variance/co-variance
technique described above was not material.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
             Item 8. -- Financial Statements and Supplementary Data


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Stockholder and Board of Directors of Pitney Bowes Credit Corporation

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 44 present fairly, in all material
respects, the financial position of Pitney Bowes Credit Corporation and its
subsidiaries (the "Company") at December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the index appearing under Item 14(a)(2)
on page 44 presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and the financial statement schedule are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements and the financial statement schedule
based on our audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



PricewaterhouseCoopers LLP


Stamford, Connecticut
January 29, 2002





<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                            (in thousands of dollars)

<TABLE>


         Years Ended December 31                                                  2001              2000             1999
                                                                                  ----              ----             ----
         Revenue:
<S>                                                                       <C>               <C>              <C>
           Finance income......................................            $   587,759       $   579,089      $   568,689
           Equipment sales.....................................                      -                 -            8,206
                                                                              --------          --------         --------

             Total revenue.....................................                587,759           579,089          576,895
                                                                              --------          --------         --------

         Expenses:
           Cost of meter transition............................                109,900                 -                -
           Selling, general and administrative.................                116,368           111,232          122,886
           Interest, net.......................................                103,465           114,882          121,210
           Provision for credit losses.........................                 49,710            55,787           41,917
           Depreciation and amortization.......................                 10,194            18,998           32,053
           Cost of equipment sales.............................                      -                 -            8,206
                                                                              --------          --------         --------
             Total expenses....................................                389,637           300,899          326,272
                                                                              --------          --------         --------
         Income from continuing operations
           before income taxes.................................                198,122           278,190          250,623
         Provision for income taxes............................                 37,983            65,759           60,204
                                                                               -------          --------         --------
         Income from continuing operations.....................                160,139           212,431          190,419
         Discontinued operations:
           Income from discontinued operations, net of taxes
             of $177 in 1999...................................                      -                 -              971
           Loss on disposal of discontinued operations, net of
             tax benefits of $16,382 in 1999...................                      -                 -          (23,918)
                                                                              --------          --------         --------

         Net income............................................            $   160,139       $   212,431      $   167,472
                                                                              ========          ========         ========


                  Consolidated StatementS of Retained Earnings
                            (in thousands of dollars)


         Years Ended December 31                                                  2001              2000             1999
                                                                                  ----              ----             ----

         Retained earnings at beginning of year................            $ 1,032,915       $ 1,211,084      $ 1,128,612
         Net income for the year...............................                160,139           212,431          167,472
         Dividends paid to Pitney Bowes Inc.                                   (96,788)        (390,600)          (85,000)
                                                                             ---------         ---------        ---------

         Retained earnings at end of year......................            $ 1,096,266       $ 1,032,915      $ 1,211,084
                                                                             =========         =========        =========

</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                            (in thousands of dollars)

<TABLE>

                                                                                            December 31,
                                                                                      2001              2000
                                                                                      ----              ----
Assets:
<S>                                                                           <C>             <C>
Cash and cash equivalents................................................      $    124,855    $      81,211
                                                                                  ---------        ---------
Investments:
  Finance assets.........................................................         2,800,490        2,842,232
  Investment in leveraged leases.........................................         1,202,635        1,024,202
  Investment in operating leases, net of accumulated depreciation........            23,311           29,477
  Allowance for credit losses............................................          (103,820)         (74,129)
                                                                                  ---------        ---------
    Net investments......................................................         3,922,616        3,821,782
                                                                                  ---------        ---------

  Assets held for sale...................................................           376,042          363,622
  Investment in partnership..............................................           165,534          166,850
  Loans and advances to affiliates.......................................           979,705          968,430
  Other assets...........................................................           152,218          127,991
                                                                                  ---------        ---------
     Total assets........................................................      $  5,720,970    $   5,529,886
                                                                                  =========        =========

Liabilities:
  Senior notes payable within one year...................................      $    203,565    $   1,004,949
  Short-term notes payable to affiliates.................................           543,790          119,464
  Accounts payable to affiliates.........................................           209,656          207,473
  Accounts payable and accrued liabilities...............................           591,805          338,385
  Deferred taxes.........................................................           576,200          592,230
  Senior notes payable after one year....................................         1,457,630        1,224,819
  Long-term notes payable to affiliates..................................           222,000          259,000
  Subordinated notes payable.............................................           439,951          362,926
                                                                                  ---------        ---------
      Total liabilities..................................................         4,244,597        4,109,246
                                                                                  ---------        ---------
Stockholder's Equity:
  Common stock...........................................................            46,000           46,000
  Capital in excess of stated value......................................           341,725          341,725
  Retained earnings......................................................         1,096,266        1,032,915
  Accumulated other comprehensive loss...................................            (7,618)               -
                                                                                  ---------        ---------
     Total stockholder's equity..........................................         1,476,373        1,420,640
                                                                                  ---------        ---------
     Total liabilities and stockholder's equity..........................      $  5,720,970    $   5,529,886
                                                                                  =========        =========


</TABLE>



The accompanying notes are an integral part of the financial statements.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)

<TABLE>

Years Ended December 31                                                         2001           2000           1999
                                                                                ----           ----           ----
Operating Activities
<S>                                                                    <C>            <C>            <C>
Net income...........................................................   $    160,139   $    212,431   $    167,472
Loss on disposal of discontinued operations, net of taxes............              -              -         23,918
Adjustments to reconcile net income to net cash provided by
  operating activities:
   Provision for credit losses.......................................         49,710         55,787         51,217
   Depreciation and amortization.....................................         10,194         18,998        120,136
   Cost of meter transition..........................................        109,900              -              -
(Decrease) increase in deferred taxes................................        (10,952)        65,392         56,314
Decrease (increase) in other assets..................................          3,326        (50,962)       120,939
Increase (decrease) in accounts payable to affiliates................          2,183        (20,030)       (50,949)
Increase in accounts payable and accrued liabilities.................        240,724         55,024         60,825
Other, net...........................................................              -        (17,486)       (34,271)
                                                                           ---------      ---------       --------
Net cash provided by operating activities                                    565,224        319,154        515,601
                                                                           ---------      ---------       --------

Investing Activities
  Proceeds and cash receipts from sale of subsidiary.................              -        512,780              -
  Proceeds from sale of credit card operations.......................              -        321,746              -
  Collection on (investment in) revolving credit products, net.......         15,088       (125,355)      (239,374)
  Investment in net finance assets...................................       (712,168)      (721,514)      (715,638)
  Investment in mortgage service rights..............................              -              -        (28,738)
  Investment in leveraged leases.....................................       (130,564)      (126,177)       (70,014)
  Investment in operating leases.....................................              -           (355)          (552)
  Investment in assets held for sale.................................       (458,848)      (652,830)      (552,060)
  Cash receipts collected under lease contracts, net of finance
    income recognized................................................        953,329      1,193,173      1,123,195
  Long-term loans and advances to affiliates.........................              -       (134,000)             -
  Short-term loans and advances to affiliates, net...................        (13,435)      (472,418)       249,614
                                                                           ---------      ---------       --------
Net cash used in investing activities................................       (346,598)      (204,950)      (233,567)
                                                                           ---------      ---------       --------

Financing Activities
   Change in commercial paper borrowings, net........................       (526,300)       122,300        230,300
   Change in other short-term debt, net..............................         (1,649)      (465,573)      (152,580)
   Change in loans from affiliates, net..............................        387,326          8,464       (100,000)
   Proceeds from issuance of senior notes............................        350,000        377,268        125,000
   Proceeds from issuance of subordinated debt.......................         77,025         63,034         14,006
   Repayment of senior notes.........................................       (477,000)      (180,800)      (200,000)
   Proceeds from nonrecourse promissory notes........................        111,476              -              -
   Repayment of  nonrecourse promissory notes........................         (1,232)             -              -
   Capital contribution from Pitney Bowes Inc........................              -        300,000              -
   Dividends paid to Pitney Bowes Inc................................        (94,628)      (390,600)       (85,000)
                                                                           ---------      ---------       --------
Net cash used in financing activities................................       (174,982)      (165,907)      (168,274)
                                                                           ---------      ---------       --------

Increase (decrease) in cash and cash equivalents.....................         43,644        (51,703)       113,760
Cash and cash equivalents at beginning of year.......................         81,211        132,914         19,154
                                                                           ---------      ---------       --------
Cash and cash equivalents at end of year.............................   $    124,855    $    81,211   $    132,914
                                                                           =========      =========       ========


Interest paid........................................................   $    128,701    $   180,304   $    155,044
                                                                           =========      =========       ========
Income taxes (refunded) paid, net....................................   $    (41,483)   $   (50,869)  $     25,456
                                                                           =========      =========       ========
</TABLE>
Supplemental noncash activities:
During 2001, the Company acquired direct finance leases totaling $261.5 million,
and assumed certain nonrecourse obligations of $192.0 million associated with
these transactions.  Additionally, the Company sold $76.7 million of these
assets and transferred associated nonrecourse obligations of $55.3 million.
The Company also paid a dividend to PBI of $2.2 million in the form of shares
of capital stock of a PBI subsidiary.

The accompanying notes are an integral part of the financial statements.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 1. - Summary of Significant Accounting Policies

Consolidation - The consolidated financial statements include the accounts of
Pitney Bowes Credit Corporation and all of its subsidiaries (the "Company" or
"PBCC"). All significant intercompany transactions and balances have been
eliminated.

Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - Cash equivalents include short-term, highly liquid
investments with a maturity of three months or less from the date of
acquisition. The Company places its temporary cash and short-term investments
with financial institutions and limits the amount of credit exposure with any
one institution.

Basis of accounting for financing transactions - At the time a direct finance
lease transaction is consummated, the Company records on its balance sheet the
total receivable, unearned income and the estimated residual value of the leased
equipment. Unearned income represents the excess of the total receivable plus
the estimated residual value over the cost of equipment. Unearned income is
recognized as finance income under the interest method over the term of the
lease. Initial direct costs incurred in consummating transactions, including
fees paid to Pitney Bowes Inc. ("Pitney Bowes" or "PBI"), are accounted for as
part of the investment in a direct financing lease and amortized to income using
the interest method over the term of the lease. Finance leases include
unguaranteed residual values, which are estimates made at lease inception of the
fair value of the leased property at the end of the lease term. Such estimates
are regularly reviewed for impairment of value and accounted for in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting
for Leases", as amended. In connection with the Company's financing programs it
offers additional services to its customers for which it charges fees. These
fees are generally recognized as revenue as the services are provided.

Sale of financial assets - The Company has, from time to time, sold selected
finance assets. The Company follows "SFAS" No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," when
accounting for its sale of finance assets. SFAS No. 140, which replaces SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", was effective March 31, 2001. Prior to this the
Company followed SFAS No. 125 when accounting for its sale of finance assets.
All assets obtained or liabilities incurred in consideration are recognized as
proceeds of the sale and any gain or loss on the sale is recognized in earnings.

Investment in leveraged leases - The Company's investment in leveraged leases
consists of rental receivables net of principal and interest on the related
nonrecourse debt, estimated residual value of the leased property and unearned
income. At lease inception, unearned income represents the excess of rental
receivables, net of that portion of the rental applicable to principal and
interest on the nonrecourse debt, plus the estimated residual value of the
leased property over the Company's investment in the transaction. Unearned
income is recognized as finance income over the term of the transaction at a
constant after-tax rate of return on the positive net investment balance.
Leveraged leases include unguaranteed residual values which are estimates made
at lease inception of the fair value of the leased property at the end of the
lease term. Such estimates are regularly reviewed for impairment of value and
accounted for in accordance with SFAS No. 13, "Accounting for Leases", as
amended.

Investment in operating leases - Equipment under operating leases is depreciated
over the initial term of the lease to its estimated residual value. Rental
income is recognized on a straight-line basis over the related lease term.

Allowance for credit losses - The allowance for credit losses is established
through charges to the provision for credit losses. Finance receivables are
charged to the allowance for credit losses after collection efforts are
exhausted and the account is deemed uncollectible.

The Company regularly evaluates the adequacy of the allowance for credit losses.
The evaluation includes historical loss experience, the nature and volume of the
Company's portfolios, adverse situations that may affect a customer's ability to
repay, estimated value of the underlying collateral (if any) and prevailing
economic conditions. If the evaluation of reserve requirements differs from the
actual aggregate reserve, adjustments are made to the reserve. This evaluation
is inherently subjective, as it requires estimates that are susceptible to
revision as more information becomes available.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 1. - Summary of Significant Accounting Policies (continued)



The Company's general policy is to discontinue income recognition for finance
receivables contractually past due for over 90 to 120 days depending on the
nature of the transaction. Resumption of income recognition occurs when payments
reduce the account to 60 days or less past due. Capital Services' transactions
are reviewed on an individual basis. Income recognition is normally discontinued
as soon as it is apparent that the obligor will not be making payments in
accordance with lease terms and resumed only after the Company has sufficient
experience on resumption of payments to be satisfied that such payments will
continue in accordance with contract terms.


Income taxes - The Company's taxable results are included in the consolidated
Federal and certain state income tax returns of Pitney Bowes. Primarily all the
accounts of the Company are included in the consolidated Federal income tax
return and certain consolidated state income tax returns of PBI. However, the
provision for income taxes is calculated as if the Company had filed separate
Federal and state income tax returns. Under a tax sharing agreement between the
Company and Pitney Bowes, the Company makes payments to Pitney Bowes for its
share of consolidated income taxes or receives cash equal to the benefit of tax
losses utilized in consolidated returns in exchange for which it issues
non-interest bearing subordinated notes with a maturity one day after all senior
debt is repaid. For tax purposes, income from leases is recognized under the
operating method and represents the difference between gross rentals billed and
operating expenses. Deferred taxes reflected in the Company's Consolidated
Balance Sheets represent the difference between Federal and state income taxes
reported for financial and tax reporting purposes, less non-interest bearing
subordinated notes issued.

Derivative Instruments - The Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities an
amendment of FASB Statement No. 133" on January 1, 2001. SFAS No. 133 requires
that all derivatives be recorded on the Consolidated Balance Sheets at fair
value. Changes in the fair value of derivatives are recorded each period in
earnings or Other Comprehensive Income (Loss) ("OCI") depending on the type of
hedging instrument and the effectiveness of the hedge.

All of the derivatives used by the Company as hedges are highly effective as
defined by SFAS No. 133 because all of the critical terms of the derivatives
match those of the hedged items. The derivatives used by the Company have been
designated as either cash flow or fair value hedges at the time of adoption of
SFAS No. 133. Derivatives designated as cash flow hedges consist of interest
rate swaps related to variable-rate debt. Derivatives designated as fair value
hedges consist of interest rate swaps related to fixed-rate debt. All
derivatives are adjusted to their fair market values at the end of each quarter.
Unrealized net gains and losses for cash flow hedges are recorded in OCI.

The Company periodically enters into interest rate swaps to manage the risk
associated with changes in interest rates. The adoption of SFAS No. 133 has
resulted in an after tax reduction to accumulated other comprehensive income
of $7.6 million, including a one-time cumulative effect of accounting change
which reduced accumulated other comprehensive income by $7.0 million in the
first quarter of 2001.

Stock based compensation - Certain employees of the Company participate in the
PBI Employee Stock Compensation plans. PBI accounts for these plans in
accordance with the intrinsic value based method permitted by SFAS. No. 123
"Accounting for Stock - Based Compensation" which does not result in
compensation cost. Had the compensation cost for stock option awards been
determined by using the fair value at the grant date, the impact on the
Company's net earnings for the years ended December 31, 2001, 2000 and 1999
would not have been material.

Reclassifications - Certain prior years' amounts have been reclassified in order
to conform to current year presentation.

Note 2. - Discontinued Operations

On January 14, 2000, the Company sold its mortgage servicing business, Atlantic
Mortgage & Investment Corporation ("AMIC"), a wholly-owned subsidiary of the
Company, to ABN AMRO North America. The Company received approximately $484
million in cash at closing. In connection with the sale, the Company recorded a
loss of approximately $27.6 million (net of tax benefits of $18.4 million) for
the year ended December 31, 1999. The transaction is subject to post-closing
adjustments. Mortgage servicing revenue of AMIC was $114.9 million for the year
ended December 31, 1999. Net interest expense allocated to AMIC's discontinued
operations was $5.6 million for the year ended December 31, 1999. Interest has
been allocated based on the level of intercompany borrowings by AMIC, charged at
the Company's weighted average borrowing rate, partially offset by the interest
savings the Company realized due to its borrowing against AMIC's escrow deposits
as opposed to regular commercial paper borrowings. Operating results of AMIC
have been segregated and reported as discontinued operations in the Consolidated
Statements of Income. Income from discontinued operations for the year ended
December 31, 1999 was approximately $1.0 million.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 2. - Discontinued Operations (continued)


On October 30, 1998, the Company's wholly-owned subsidiary, Colonial Pacific
Leasing Corporation ("CPLC"), transferred the operations, employees and
substantially all assets related to its broker-oriented small-ticket leasing
business to General Electric Capital Corporation ("GECC"). As part of the sale,
the Company retained certain non-performing accounts of CPLC. The Company
received approximately $790 million at closing, which approximates the book
value of the net assets sold or otherwise disposed of and related transaction
costs. The transaction is subject to post-closing adjustments. In connection
with this transaction, the Company recorded a gain of approximately $3.7 million
(net of taxes of $2.0 million) for the year ended December 31, 1999. This gain
resulted from the settlement of post-closing adjustments in 1999 related to the
sale, offset by the cost of settlement with regard to a dispute with GECC over
certain assets that were included in the sale.

Cash flow impacts of discontinued operations have not been segregated in the
accompanying Consolidated Statements of Cash Flows.


Note 3. - Finance Assets

The composition of the Company's finance assets is as follows:
<TABLE>

           December 31                                                            2001           2000
                                                                                  ----           ----
           (in thousands of dollars)
<S>                                                                       <C>            <C>
            Lease finance receivables..................................    $ 2,844,644    $ 2,831,418
            Other finance receivables..................................        318,138        343,108
                                                                             ---------      ---------
               Total gross finance receivables.........................      3,162,782      3,174,526
            Unguaranteed residual valuation............................        247,196        356,831
                                                                             ---------      ---------
               Total gross finance assets..............................      3,409,978      3,531,357
            Initial direct costs deferred..............................         43,147         43,845
            Unearned income............................................      (652,635)      (732,970)
                                                                             ---------      ---------
               Total finance assets....................................    $ 2,800,490    $ 2,842,232
                                                                             =========      =========
</TABLE>

Lease finance receivables represent earning assets held by the Company which are
generally due in monthly, quarterly or semi-annual installments over original
periods ranging from 36 to 180 months. In addition, lease finance receivables
for Capital Services programs include commercial jet aircraft transactions with
lease terms of up to 24 years and other non-commercial jet aircraft transactions
with lease terms of up to twelve years.

In 2001, PBI adopted a formal plan to transition to the next generation of
networked mailing technology. The information capture and exchange made possible
by advanced technology turns the postage meter into an "intelligent" terminal
that networks the mailer to postal and carrier information and systems. This
two-way information architecture, in turn, enables convenient access to and
delivery of value-added services such as tracking, delivery confirmation and
rate information. The adoption of this plan was facilitated by PBI's expanded
access to technology and its ability to move to networked products combined with
its expectations that the U.S. and postal services around the world will
continue to encourage the migration of mailing systems to networked digital
technologies. In connection with this plan, PBCC recorded non-cash pretax
charges of $109.9 million for the year ended December 31, 2001, related to
impairment of finance assets, primarily lease residuals. PBCC has segregated
these charges in the Consolidated Statements of Income for the year ended
December 31, 2001. In November 2001, postal regulations were issued, consistent
with PBI's meter transition plan, defining the meter migration process and
timing.

Other finance receivables primarily represent the Company's investment in its
revolving credit products for postage payments.

In June 2000, PBCC sold its PitneyWorksSM Business RewardsSM Visa(R) and
Business Visa(R) card operations, including credit card receivables of
approximately $322 million.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 3. - Finance Assets (continued)

Gross finance assets at December 31, 2001, including estimated unguaranteed
residual valuation realizable at the end of the lease term, is payable as
follows:
<TABLE>

                                                  Gross Finance Assets (000's)
                                 -------------------------------------------------------

                             Internal Financing       Capital Services            Total

<S>      <C>                    <C>                    <C>                   <C>
         2002                    $1,159,833             $  227,248            $1,387,081
         2003                       640,964                163,380               804,344
         2004                       409,155                127,132               536,287
         2005                       199,988                 85,135               285,123
         2006                        47,195                 59,652               106,847
         Thereafter                   2,241                288,055               290,296
                                  ---------              ---------             ---------

         Total                   $2,459,376             $  950,602            $3,409,978
                                  =========              =========             =========
</TABLE>

Pitney Bowes products financed during 2001, 2000 and 1999 were $553.1 million,
$544.0 million and $552.7 million, respectively.

During 1997, PBCC and GATX Corporation ("GATX") formed PBG Capital Partners LLC
("PBG") for the purpose of financing and managing certain leasing related
assets. PBCC and GATX each contributed assets (primarily direct financing
leases) to PBG. The Company and GATX each maintain a 50 percent ownership
interest and jointly manage PBG. PBCC accounts for its investment in PBG under
the equity method and recorded income of $6.1 million, $11.5 million and $6.0
million for the years ended December 31, 2001, 2000 and 1999 respectively. PBCC
received cash distributions totaling $4.0 million in 2001 and $4.6 million in
2000.

As of December 31, 2001, $140.8 million (5.0 percent) of the Company's finance
assets and $180.5 million (5.3 percent) of the Company's gross finance assets
were related to aircraft leased to commercial airlines. The Company considers
its risk in these leases to be minimal due to the creditworthiness of the
underlying lessees and the fact that all payments are being made in accordance
with lease agreements.

The Company believes any potential exposure in commercial aircraft investment is
mitigated by the value of the collateral as the Company retains a security
interest in the leased aircraft.


Note 4. - Net Investment in Leveraged Leases

The Company's net investment in leveraged leases is composed of the following
elements:
<TABLE>

           December 31                                                            2001           2000
                                                                                  ----           ----
            (in thousands of dollars)
<S>                                                                     <C>              <C>

            Gross rental receivables...................................  $   6,457,444    $ 5,837,324
            Principal and interest on nonrecourse loans................     (5,187,535)    (4,843,751)
                                                                             ---------      ---------
            Net rental receivables.....................................      1,269,909        993,573
            Unguaranteed residual valuation............................        686,099        739,879
            Unearned income............................................       (753,373)      (709,250)
                                                                             ---------      ---------
            Investment in leveraged leases.............................      1,202,635      1,024,202
            Deferred taxes arising from
             leveraged leases (1) .....................................       (779,861)      (638,788)
                                                                             ---------      ---------
            Net investment in leveraged leases.........................  $     422,774    $   385,414
                                                                             =========      =========
</TABLE>


 (1) Includes amounts reclassified to subordinated debt.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 4. - Net Investment in Leveraged Leases (continued)


Following is a summary of the components of income from leveraged leases:
<TABLE>

           Years Ended December 31                                 2001           2000           1999
                                                                   ----           ----           ----
           (in thousands of dollars)
<S>                                                           <C>            <C>            <C>
           Pretax leveraged lease income...............        $ 33,461       $ 34,636       $ 33,826
           Income tax benefit (expense)................             785           (806)         2,372
                                                                -------        -------        -------
            Net income from leveraged leases...........        $ 34,246       $ 33,830       $ 36,198
                                                                =======        =======        =======
</TABLE>

o        The $1.2 billion is the amount that is reflected on the Consolidated
         Balance Sheets at December 31, 2001.

o        Gross rental receivables represent total lease payments from customers
         over the remaining term of the leveraged leases.

o        Unguaranteed residual valuation represents the value of the property
         anticipated at the end of the leveraged lease terms and is based on
         independent appraisals performed by nationally recognized appraisers.
         The Company regularly reviews the recorded residual values to ensure
         they are appropriate.

o        Principal  and interest on  nonrecourse  loans  represent  amounts due
         to unrelated  third  parties  from  customers  over the remaining term
         of the leveraged  leases.  The nonrecourse  loans are secured by the
         lessees' rental  obligation and the leased property.  If a lessee
         defaults and if the amounts  realized from the sale of these assets
         are  insufficient,  the Company has no obligation to make any payments
         due on these  nonrecourse  loans to the unrelated third parties.
         Accordingly,  the Company is required by generally  accepted
         accounting  principles to subtract the  principal and interest over
         the remaining  term of the  nonrecourse  loans from gross  rental
         receivables and unguaranteed residual valuation.  At December  31,
         2001,  the principal  balances on the nonrecourse  loans totaled
         $2.8 billion and the related interest  payments over the remaining
         terms of the leases totaled $2.4 billion.

o        Unearned income represents the future financing income that will be
         earned over the remaining term of the leases.

Leveraged lease investments are diversified across the following type of assets:
<TABLE>

                                                 Original             Total
                                                 Term            Net Investment
           Equipment Type                        (years)             (000's)              Proportion
           --------------                        -------             -------              ----------
<S>                                             <C>             <C>                         <C>
           Commercial real estate                15 to 25        $   332,089                  27.6%
           Commercial aircraft                   22 to 25            301,328                  25.1%
           Locomotives and railcars              32 to 47            151,775                  12.6%
           Rail and bus facilities               32 to 44            130,008                  10.8%
           Postal equipment                      16 to 24            166,590                  13.9%
           Telecommunications                    14 to 16            120,845                  10.0%
                                                                   ---------                 -----
                                                                 $ 1,202,635                 100.0%
                                                                   =========                 =====

</TABLE>

Note 5. - Investment in Operating Leases, Net

The Company is the lessor of various types of equipment under operating leases
including data processing, transportation and production equipment.

Minimum future rental payments to be received in each of the next five years
under non-cancelable operating leases are $1.0 million in 2002, $0.9 million in
2003, $0.8 million in 2004, $0.7 million in 2005, $0.7 million in 2006 and $1.3
million thereafter.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 6. - Allowance for Credit Losses

The following is a summary of the Company's allowance for credit losses:
<TABLE>

           December 31                                             2001           2000           1999
                                                                   ----           ----           ----
           (in thousands of dollars)
<S>                                                         <C>            <C>             <C>
            Beginning balance..........................      $   74,129     $   80,655      $ 115,233
            Additions charged to
              discontinued operations..................               -              -          9,300
            Additions charged to continuing operations.          49,710         55,787         41,917
            Additions charged to cost of meter transition        24,900              -              -
           Amounts written-off, net of recoveries:
              Internal Financing.......................         (38,816)       (50,674)       (37,941)
              Capital Services:
                Large-ticket                                       (469)          (112)            86
                Small-ticket...........................          (5,634)       (11,527)       (47,940)
                                                                -------        -------        -------
            Total write-offs...........................         (44,919)       (62,313)       (85,795)
                                                                -------        -------        -------

            Ending balance.............................      $  103,820     $   74,129      $  80,655
                                                                =======        =======        =======

</TABLE>

The decrease in the amount of additions charged to continuing operations in 2001
is due to the sale of the credit card operation in June 2000. The increase in
write-offs related to Internal Financing programs in 2000 is primarily
attributable to growth in the postage payment products and the impact of the
credit card operation prior to its sale.

The Company regularly evaluates the adequacy of the allowance for credit losses.
The evaluation includes historical loss experience, the nature and volume of the
Company's portfolios, adverse situations that may affect a customer's ability to
repay, estimated value of the underlying collateral (if any) and prevailing
economic conditions. If the evaluation of reserve requirements differs from the
actual aggregate reserve, adjustments are made to the reserve. This evaluation
is inherently subjective, as it requires estimates that are susceptible to
revision as more information becomes available.

For transactions in the internal leasing programs, the Company discontinues
income recognition for lease finance receivables past due over 120 days. The
Company has utilized this period because historically, internal collection
efforts have continued for this time period. In Capital Services programs,
income recognition is discontinued as soon as it is apparent that the obligor
will not be making payments in accordance with lease terms, such as in the event
of bankruptcy. Otherwise, income recognition is discontinued when accounts are
past due over 90 days.

Finance receivables are written-off to the allowance for credit losses after
collection efforts are exhausted and the account is deemed uncollectible. For
Capital Services transactions, write-offs are normally made after efforts are
made to repossess the underlying collateral, the repossessed collateral is sold,
and efforts to recover remaining balances are exhausted.

Resumption of income recognition on Internal Financing program non-earning
accounts occurs when payments are reduced to 60 days or less past due. On
Capital Services transactions, resumption of income recognition occurs after the
Company has had sufficient experience on resumption of payments and is satisfied
that such payments will continue in accordance with the original or restructured
contract terms.


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 6. - Allowance for Credit Losses (continued)

The carrying values of non-performing and troubled finance assets are as
follows. There are no leveraged leases classified under these categories.

<TABLE>

           December 31                                             2001           2000           1999
                                                                   ----           ----           ----
            (in thousands of dollars)
            Non-performing (non-earning) transactions
<S>                                                          <C>            <C>            <C>
              Internal Financing:......................       $  23,150      $  32,542      $  32,423
              Capital Services:
                Large-ticket...........................          41,094            214            763
                Small-ticket...........................           4,528         18,696         17,867
                                                                -------        -------        -------
            Total......................................       $  68,772      $  51,452      $  51,053
                                                                =======        =======        =======
            Troubled (potential problem) transactions
               capital services programs...............       $   7,145      $   6,340      $  11,469
                                                                =======        =======        =======
</TABLE>

The increase in non-performing transactions, in 2001 compared to 2000, in
Capital Services large-ticket programs is due to one account related to a
customer in bankruptcy. The customer is currently making payments and the
Company believes the underlying equipment value exceeds the net book value. The
decrease in Internal Financing non-performing accounts in 2001 compared to 2000
is related to improvements in collection processes related to the consolidation
of the Company's regional locations in 1999.

Historically, the Company has not allocated a specific amount of credit loss
reserve to non-performing and troubled transactions. This is due to the
historically low level of write-offs in the Capital Services large-ticket
business and the limited number of transactions with material credit loss
exposure in other areas. As stated previously, the Company adjusts its aggregate
reserve position in comparison to the evaluation of expected losses.

Note 7. - Assets Held for Sale

The Company funded transactions totaling $458.8 million in 2001 and $652.8
million in 2000, relating to assets held for sale. Transactions with a net book
value of $426.6 million in 2001, and $474.4 million in 2000, were sold for a net
gain before taxes of $14.5 million in 2001 and $4.4 million in 2000, which is
recorded as part of finance income. The Company had assets held for sale with a
net carrying value of $376.0 million at December 31, 2001, compared with a net
carrying value of $363.6 million at December 31, 2000.


Note 8. - Other Assets
<TABLE>

           December 31                                                            2001           2000
                                                                                  ----           ----
           (in thousands of dollars)
<S>                                                                        <C>            <C>
           Billed meter rental receivables ............................     $   47,128     $   43,234
           Prepaid expenses and other assets...........................         34,918         10,575
           Fair value hedges basis adjustment..........................         31,462              -
           Other receivables...........................................         19,326         13,250
           Retained interest in trust..................................          7,266         49,516
           Equipment and leasehold improvements, net of accumulated
             depreciation and amortization: 2001-$20,109; 2000-$23,139.          6,161          9,017
           Deferred debt placement fees................................          5,957          2,399
                                                                              --------       --------

            Total other assets.........................................     $  152,218     $  127,991
                                                                              ========       ========

</TABLE>


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 8. - Other Assets (continued)

Billed meter rental receivables represent outstanding meter rental receivables
billed to customers who have opted to have their meter rental charged on their
lease invoice. PBCC remits these charges to PBI upon billing. The increase in
billed meter rental receivables in 2001 from 2000 resulted from a larger
customer base and higher meter rental rates.

The Company has sold finance assets with limited recourse. In connection with
certain transactions, the Company has retained a beneficial interest in the
assets. The retained interest is a subordinated interest in a trust and
represents its fair value.

Equipment and leasehold improvements are stated at cost. Equipment is
depreciated on a straight-line basis over the expected useful life generally
ranging from three to ten years. Leasehold improvements are amortized on a
straight-line basis over the remaining lease terms.


Note 9. - Relationship with Pitney Bowes Inc. and Related Party Transactions

Business relationships between PBCC and PBI are defined by several agreements
including an Operating Agreement, Finance Agreement and Tax Sharing Agreement.

Operating Agreement - The operating agreement specifies the policies under which
PBI and PBCC conduct transactions. Specific procedures for implementing the
policies are contained in the operating procedures. The operating agreement can
be modified or canceled on a prospective basis by either party upon 90 days
prior written notice.

PBI and PBCC have entered into detailed written operating procedures ("Operating
Procedures") which govern among other things: the terms and prices of equipment
purchases by PBCC for lease to third parties; computation and payment of fees
for referrals and services provided by PBI sales personnel; the Automatic
Approval Program for PBI equipment; buyback allowances; and the handling of
contract terminations, cancellations, trade-ups and trade-ins.

Pursuant to the Operating Procedures, the purchase of equipment by the Company
is contingent upon a lessee entering into a direct finance lease with the
Company. Service and maintenance of the equipment leased is the responsibility
of the lessee and is generally arranged through a separate equipment maintenance
agreement between the lessee and PBI.

Under the terms of the Operating Procedures, PBCC has the option to request a
buyback from PBI for equipment subject to a lease, which is terminated or
canceled, provided the equipment is available for repossession. Following such
buyback, PBI is responsible for the repossession and disposition of equipment.
The buyback provision sets forth a stipulated amount that is payable by PBI to
PBCC for certain terminated leases; such amount is calculated on the basis of a
declining percentage, based upon the passage of time, of the original total
invoice value to PBCC. The difference between the buyback amount received from
PBI and the remaining value of the lease usually results in a loss that is
charged against the Company's allowance for credit losses.

Finance Agreement - Pursuant to the Amended and Restated Finance Agreement (the
"Finance Agreement") dated June 12, 1995, between PBI and PBCC, PBI has agreed
to retain, directly or indirectly, ownership of the majority of the outstanding
shares of capital stock of the Company having voting power in the election of
directors, to make payments, if necessary, to enable the Company to maintain a
ratio of income available for fixed charges as defined to such fixed charges of
1.25 to 1 as of the end of each fiscal quarter, and to provide or cause to be
provided funds sufficient to make timely payment of any principal, interest or
premium in respect of any of the Company's indebtedness for borrowed money that
has the benefit of the Finance Agreement if the Company is unable to make such
payment.

Under the Indenture dated as of July 31, 1999 (the "1999 Indenture"), between
PBCC and SunTrust Bank, Atlanta, (the "1999 Trustee"), PBCC agreed it would not
waive compliance with or terminate or amend in any material respect, the Finance
Agreement without the consent of the holders of a majority in principal amount
of the outstanding securities of each series of debt securities issued under the
1999 Indenture; provided, however, that if such waiver, termination or amendment
would not have a material adverse effect on any such holders or if each rating
agency that rated such securities confirmed in writing that the rating for such
securities then in effect would not be down-graded as a result of such waiver,
termination of amendment, such waiver, termination or amendment could be
effected with the consent of the 1999 Trustee alone.


<PAGE>




                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 9. - Relationship with Pitney Bowes Inc. and Related Party Transactions
(continued)

Under the terms of the Finance Agreement and the Indenture dated as of November
1, 1995 (the "1995 Indenture"), between the Company and JP Morgan Chase Bank
(successor to Chemical Bank), as Trustee (the "1995 Trustee"), the Finance
Agreement may not be amended, in any material respect, or terminated while the
Company has any series of debt securities issued under the 1995 Indenture or any
series of other debt outstanding that is, by its express terms, entitled to the
provisions of the Finance Agreement unless at least two nationally recognized
statistical rating agencies that have been rating such series of debt, confirm
that their ratings for such series of debt will not be downgraded as a result or
the holders of at least a majority of the outstanding principal amount of such
series of debt have consented in writing.

Under the Indenture dated as of May 1, 1985 (together with all Supplemental
Indentures as noted in Part IV Item 14(a) 3, the "Indenture"), between PBCC and
SunTrust Bank (successor to Bankers Trust Company, effective December 16,
1996), as Trustee (the "Trustee"), PBCC agreed it would not waive compliance
with, or amend in any material respect, the Finance Agreement without the
consent of the holders of a majority in principal amount of the outstanding
securities of each series of debt securities issued under the Indenture. In
addition, PBI has entered into a Letter Agreement with the Trustee pursuant to
which it agreed, among other things, that it would not default under the Finance
Agreement nor terminate the Finance Agreement without the consent of the holders
of a majority in principal amount of the outstanding securities issued under the
Indenture.

Tax Sharing Agreement - The Company's taxable results are included in the
consolidated Federal and certain state income tax returns of Pitney Bowes. Under
the Tax Sharing Agreement, dated April 1, 1977, between the Company and Pitney
Bowes (the "Tax Sharing Agreement"), the Company makes payment to Pitney Bowes
for its share of consolidated income taxes, or receives cash equal to the
benefit of tax losses utilized in consolidated returns in exchange for which it
issues non-interest bearing subordinated notes with a maturity one day after all
senior debt is repaid. The Tax Sharing Agreement can be canceled by either PBI
or PBCC upon twelve months written notice.

PBI / PBCC Products - The Company has jointly developed various financing
products with other Pitney Bowes business units. Revenues and expenses for
certain of these products are shared with the applicable Pitney Bowes business
unit.

Lending / Borrowing Arrangements - From time to time, the Company will either
borrow funds from or lend funds to Pitney Bowes and its affiliates at prevailing
interest rates. Loans and Advances to Affiliates totaled $979.7 million and
$968.4 million at December 31, 2001 and 2000, respectively. Borrowings from
Pitney Bowes totaled $765.8 million and $378.5 million at December 31, 2001 and
2000, respectively. Interest income on Loans and Advances to Affiliates was
$59.2 million, $51.0 million and $19.2 million in 2001, 2000 and 1999,
respectively. Interest expense associated with borrowings from Pitney Bowes was
$21.7 million, $20.9 million and $20.2 million in 2001, 2000 and 1999,
respectively.

Together with Pitney Bowes, the Company had unused lines of credit and revolving
credit facilities totaling $1.5 billion at December 31, 2001.

Shared Services - Pitney Bowes provides PBCC with certain services, including:
customer service and collections for the Internal Financing lease portfolio,
information technology, employee benefit plans and corporate staff support.
Generally, PBCC reimburses Pitney Bowes for the cost of these services.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 10. - Accounts Payable and Accrued Liabilities
<TABLE>

           December 31                                                                     2001           2000
                                                                                           ----           ----
            (in thousands of dollars)
<S>                                                                                 <C>            <C>
           Advances and deposits from customers...................................   $  304,313     $  154,806
           Finance lease advances.................................................       80,543              -
           Reserve for loss on discontinued operations............................       51,938         59,069
           Accounts payable.......................................................       39,910         34,720
           Accrued interest payable...............................................       28,655         26,925
           Accrued sales and use, property and sundry taxes.......................       28,573         27,061
           Accrued salary and benefits payable....................................       16,707         11,190
           Due to noteholders.....................................................       12,951         16,382
           Other liabilities......................................................       28,215          8,232
                                                                                       --------       --------
            Total accounts payable and accrued liabilities........................   $  591,805     $  338,385
                                                                                       ========       ========
</TABLE>

Advances and deposits from customers consist mainly of deposits from customers
under the Company's Reserve Account program, which began in April 1999.

Finance lease advances represent a short-term interest in direct finance leases
in the Capital Services segment.

Due to noteholders represents the principal due to investors on securitized
assets.

Note 11. - Notes Payable

Short-term notes payable totaled approximately $0.2 billion and $1.0 billion at
December 31, 2001 and 2000, respectively. These notes were issued as commercial
paper, loans against bank lines of credit, or to trust departments of banks and
others at rates below the prevailing prime rate.

The composition of the Company's notes payable is as follows:
<TABLE>

         December 31                                                                       2001           2000
                                                                                           ----           ----
         (in thousands of dollars)
         Senior Notes Payable:
           Commercial paper at the weighted average
<S>                                                                              <C>             <C>
             interest rate of 4.63% (6.37% in 2000)...............................$           -   $    526,300
           Other notes payable at a weighted average interest rate
              of  7.38% in 2001 and 7.45% in 2000.................................        1,826          1,649
           Nonrecourse promissory notes at an interest rate of 7.24%..............        1,739              -
           Current installment of long-term debt due within one year at
             interest rates of 6.63% to 6.73% in 2001
             (6.78% to 7.23% in 2000).............................................      200,000        477,000
                                                                                      ---------      ---------
            Total senior notes payable due within one year........................      203,565      1,004,949
            Senior notes payable due after one year at interest rates of
              5.65% to 9.25% in both 2001 and 2000................................    1,372,993      1,224,819
           Nonrecourse promissory notes at an interest rate of 7.24%..............       53,175              -
            Fair value hedges basis adjustment....................................       31,462              -
                                                                                      ---------      ---------
            Total senior notes payable due after one year.........................    1,457,630      1,224,819
                                                                                      ---------      ---------
            Total senior notes payable............................................    1,661,195      2,229,768
                                                                                      ---------      ---------
         Notes Payable to Affiliates:
            Due within one year at weighted average interest rates
              of  2.09% in 2001 and 5.38% in 2000.................................      543,790        119,464
            Due after one year at an interest rate of 5.38% in both 2001 and 2000.      222,000        259,000
                                                                                      ---------      ---------
            Total notes payable to affiliates.....................................      765,790        378,464
                                                                                      ---------      ---------
         Subordinated Notes Payable:
           Non-interest bearing notes due Pitney Bowes Inc........................      439,951        362,926
                                                                                      ---------      ---------


            Total notes payable...................................................$   2,866,936   $  2,971,158
                                                                                      =========      =========

</TABLE>

<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 11. - Notes Payable (continued)

The fair value hedges basis adjustment represents the revaluation of fixed rate
debt that has been hedged in accordance with SFAS 133 (See Note 1).

Interest expense is reported net of interest income earned on loans made to the
Company's parent, Pitney Bowes Inc, and to other affiliates. Total interest
income, including income from loans to Pitney Bowes, was $59.4 million, $57.9
million and $36.6 million in 2001, 2000 and 1999, respectively.

At December 31, 2001, the Company, together with its parent, PBI, had unused
lines of credit and revolving credit facilities totaling $1.5 billion largely
supporting commercial paper borrowings.

Notes payable at December 31, 2001 (excluding commercial paper borrowings)
mature as follows: approximately $747 million in 2002, $575 million in 2003,
$142 million in 2004, $42 million in 2005, $42 million in 2006 and $1,319
million thereafter.

Lending Arrangements: Under terms of its senior and subordinated loan
agreements, the Company is required to maintain earnings before taxes and
interest charges at prescribed levels. With respect to such loan agreements,
Pitney Bowes will endeavor to have the Company maintain compliance with such
terms and, under certain loan agreements, is obligated, if necessary, to pay to
the Company amounts sufficient to maintain a prescribed ratio of earnings
available for fixed charges or make approved debt/commercial paper principal,
interest or premium payments in the event that PBCC is unable to. To date, no
such payments have been required to maintain earnings available for fixed charge
coverage or to maintain the Company's contractual liquidity obligations.

PBCC had $75 million of unissued debt securities available at December 31, 2001
from a shelf registration statement filed with the Securities and Exchange
Commission ("SEC") in July 1998. As part of this shelf registration statement,
in August 1999, PBCC established a medium-term note program for the issuance
from time to time of up to $500 million aggregate principal amount of
Medium-Term-Notes, Series D, of which $75 million remained available at December
31, 2001.

In August 2001, PBCC issued $350 million of unsecured fixed rate notes maturing
in August 2008. These notes bear interest at an annual rate of 5.75 percent and
pay interest semi-annually beginning February 15, 2002. The proceeds from these
notes were used for general corporate purposes, including the repayment of
commercial paper.

In July 2001, PBCC issued four non-recourse promissory notes totaling $111.5
million in connection with four lease transactions. The promissory notes are all
due in installments over 194 months at an interest rate of 7.24 percent. In
September 2001, PBCC sold its interest in two of the lease transactions and
transferred the obligation on two of the nonrecourse promissory notes totaling
$55.3 million in principal balance. Two nonrecourse promissory notes remain
outstanding at December 31, 2001 with a total principal balance of $54.9
million. These notes are serviced by the underlying lease transaction payments.

In December 2000, PBCC issued $100 million of unsecured floating rate notes
maturing in April 2002 and $100 million of unsecured floating rate notes
maturing in June 2004, available under the medium-term note program. These notes
bear interest at floating rates of LIBOR plus 5 basis points and 25 basis
points, respectively, set as of the quarterly interest payment dates. The
proceeds from these notes were used for general corporate purposes, including
the repayment of commercial paper.



In April 2000, PBCC issued a total of $134 million of Series A and Series B
Secured Floating Rate Senior Notes (The "Notes"). The Notes are due in 2003 and
bear interest at 7.443 percent. The proceeds from the Notes were used to
purchase subordinated debt obligations from PBI ("PBI Obligations"). The PBI
Obligations have a principal amount of $134 million and bear interest at 8.073
percent for the first three years and reset in May 2003 and each third
anniversary of the first reset date. The proceeds from the PBI Obligations were
used for general corporate purposes including the repayment of short-term debt.



In March 2000, PBCC issued $43.3 million of 7.515 percent Senior Notes maturing
2002 through 2012. The proceeds from these notes were used to pay down
commercial paper.



<PAGE>




                         PITNEY BOWES CREDIT CORPORATION

                   Notes to Consolidated Financial Statements

Note 11. - Notes Payable (continued)


During August 1999 the Company entered into three interest rate swaps for an
aggregate notional amount of $350 million.
<TABLE>

          Total
         Notional
         Amount                          Effective
         (000's)                         Through                   Fixed Rate             Floating Rate
         --------                        ---------                 ----------             -------------

<S>   <C>                           <C>                              <C>                   <C>
       $100,000                      February 2008                    8.625%                See below
       $100,000                          June 2008                    9.250%                See below
       $150,000                     September 2009                    8.550%                See below
</TABLE>

The floating rates for each swap are based on six month LIBOR plus a spread,
equal to the difference between the fixed rate of the debt and the fixed rate
for similar debt available at the time the swap agreement was executed. Under
the terms of the swap agreements the Company is the floating rate-payor.

In the fourth quarter of 2000, two of the Company's interest rate swap
agreements, with an aggregate notional amount of $200 million, were amended to
more closely relate to the terms of the Medium-Term Notes they are intended to
hedge.
<TABLE>

         Notional
         Amount                          Effective
         (000's)                         Through                   Fixed Rate             Floating Rate
         --------                        ---------                 ----------             -------------

<S>    <C>                             <C>                           <C>                   <C>
       $100,000                         April 2002                    8.90%                 See below
       $100,000                          June 2004                    8.85%                 See below
</TABLE>

The floating rates for each swap are based on six month LIBOR plus a spread,
equal to the difference between the fixed rate of the debt and the fixed rate
for similar debt available at the time the swap agreement was executed. Under
the amended terms of the swap agreements the Company remains the fixed
rate-payor.

In 2001 and 2000, the Company issued $77.0 million and $63.0 million,
respectively, of non-interest bearing subordinated notes to Pitney Bowes in
exchange for funds equal to tax losses generated by the Company and utilized by
Pitney Bowes in the 2000 and 1999 consolidated tax returns. Any non-interest
bearing subordinated notes payable to Pitney Bowes mature after all senior notes
now outstanding and executed hereafter are paid.


Note 12. - Business Segment Information

The Company operates in two reportable segments: Internal Financing and Capital
Services. Internal Financing provides marketing support to PBI and includes
financing of mailing, paper handling and shipping equipment and scales. Internal
Financing also includes convenient financing alternatives for the purchase of
postage and other services targeted toward the small business owner. Capital
Services primarily provides large-ticket financing and fee-based programs
covering a broad range of products and other financial services.

On December 3, 2001, PBI completed the spin-off of its Office Systems business
to stockholders as an independent, publicly-traded company, under the name of
Imagistics International Inc. ("Imagistics"). PBI distributed 100 percent of the
shares of Imagistics stock through a special stock dividend of Imagistics common
stock to Pitney Bowes common stockholders. Each eligible Pitney Bowes common
stockholder of record on November 19, 2001 received 0.08 shares of Imagistics
stock for each share of Pitney Bowes stock. Office Systems included the copier
and facsimile businesses. As a result of the spin-off, copier and facsimile
equipment financing is reported as a component of Capital Services.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 12. - Business Segment Information (continued)


Segmental revenue and income from continuing operations before income taxes for
the years ended 2001, 2000 and 1999 are presented below. Revenue generated
outside of the United States is not considered material.
<TABLE>

                                                                            Total Revenue
                                                                    ---------------------------------
    Years Ended December 31                                        2001           2000           1999
                                                                   ----           ----           ----
    (in thousands of dollars)
<S>                                                          <C>            <C>           <C>
      Internal Financing...............................       $ 410,753      $ 407,676     $  383,187
      Capital Services.................................         177,006        171,413        193,708
                                                                -------        -------        -------
          Total revenue................................       $ 587,759      $ 579,089     $  576,895
                                                                =======        =======        =======




                                                                       Income from Continuing
                                                                   Operations Before Income Taxes
                                                                    ---------------------------------
    Years Ended December 31                                        2001           2000           1999
                                                                   ----           ----           ----
    (in thousands of dollars)

      Internal Financing...............................       $ 133,758      $ 225,333     $  211,542
      Capital Services.................................          64,364         52,857         39,081
                                                                -------        -------        -------
    Income from continuing operations
       before income taxes.............................       $ 198,122      $ 278,190     $  250,623
                                                                =======        =======        =======



Additional segment information is as follows:

                                                                    Depreciation and Amortization
                                                                    ---------------------------------
    Years Ended December 31                                        2001           2000           1999
                                                                   ----           ----           ----
    (in thousands of dollars)
      Internal Financing...............................       $     276      $     102     $       94
      Capital Services.................................           9,918         18,896         31,959
                                                                -------        -------        -------
          Depreciation and amortization................       $  10,194      $  18,998     $   32,053
                                                                =======        =======        =======


                                                                        Interest Expense, Net
                                                                    ---------------------------------
    Years Ended December 31                                        2001           2000           1999
                                                                   ----           ----           ----
    (in thousands of dollars)
      Internal Financing...............................       $  47,592      $  58,801     $   59,570
      Capital Services.................................          55,873         56,081         61,640
                                                                -------        -------        -------
    Interest expense, net..............................       $ 103,465      $ 114,882     $  121,210
                                                                =======        =======        =======

                                                                                  December 31,
                                                                           --------------------------
    Net investment in financial assets (1):                                 2001                 2000
                                                                            ----                 ----
    (in thousands of dollars)
      Internal Financing...............................              $ 1,916,311          $ 2,012,772
      Capital Services.................................                2,382,347            2,172,632
                                                                       ---------            ---------
      Total for reportable segments....................                4,298,658            4,185,404
                                                                       ---------            ---------


      Cash.............................................                  124,855               81,211
      Other assets.....................................                1,297,457            1,263,271
                                                                       ---------            ---------


    Total assets.......................................              $ 5,720,970          $ 5,529,886
                                                                       ---------            ---------
                                                                       ---------            ---------
</TABLE>

(1)     Net investment in financial assets, for purposes of this disclosure
        includes net finance receivables, investments in leveraged leases,
        operating leases and assets held for sale, net of any allowance for
        credit losses.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 13. - Derivative Instruments

PBCC's principal objective in holding derivatives is the management of
interest-rate risk. The Company uses various financial instruments, particularly
interest rate swaps, to manage these risks. The Company is exclusively an end
user of these instruments and does not engage in any derivatives trading or
market-making activities in the derivative markets.

The major source of the Company's interest rate risk is its exposure to changes
in interest rates as they relate to its notes payable. To manage this exposure,
the Company periodically enters into interest rate swaps. The interest rate
differential to be paid or received is recognized over the life of the
agreements as an adjustment to interest expense.

The aggregate amount of interest rate swaps as of December 31, 2001 categorized
by type, and the related weighted average interest rate paid and received,
assuming current market conditions, is reflected below:

                                      Total
<TABLE>
<S>                                                         <C>                   <C>              <C>
     Major Type                                              Notional
     of Interest                                              Amount           Weighted Average Interest Rates
     Rate Swap      Hedged Liability                          (000's)             Fixed            Variable

     Pay fixed      Medium-term Notes                         $200,000             8.88%           2.12% (1)
     Pay variable   Senior Notes                              $350,000             8.77%           4.64% (2)

</TABLE>
(1)      The variable rate is indexed from the three-month LIBOR rate.
(2)      The variable rate is indexed from the six-month LIBOR rate


The aggregate notional amount of interest rate swaps as of December 31, 2001
categorized by annual maturity is reflected below:
<TABLE>
                                                                                  Annual Maturity
                                                                                  ---------------------
                                                                                  Pay            Pay
            (in thousands of dollars)                                            Fixed        Variable
                                                                                 -----        --------

<S>         <C>                                                             <C>            <C>
            2002.......................................                      $ 100,000      $       -
            2003.......................................                              -              -
            2004.......................................                        100,000              -
            2005.......................................                              -              -
            2006.......................................                              -              -
            Thereafter.................................                              -        350,000
                                                                              --------       --------
            Notional Amount............................                      $ 200,000      $ 350,000
                                                                              ========       ========
</TABLE>

The following is a reconciliation of interest rate swap activity by major type
of swap:
<TABLE>


                                                                          Pay
                                                                   -------------------
            (in thousands of dollars)                             Fixed       Variable          Total
                                                                  -----       --------          -----

<S>                                                          <C>            <C>            <C>
           Balance December 31, 1999...................       $ 200,000      $ 350,000      $ 550,000
           New contracts...............................               -              -              -
            Terminated contracts.......................               -              -              -
                                                               --------       --------       --------

            Balance December 31, 2000..................         200,000        350,000        550,000
            New contracts..............................               -              -              -
            Terminated contracts.......................               -              -              -
                                                               --------       --------       --------

           Balance December 31, 2001...................       $ 200,000      $ 350,000      $ 550,000
                                                               ========       ========       ========
</TABLE>



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 13. - Derivative Instruments (continued)

Interest rate swaps are used in the majority of circumstances to either convert
variable rate interest payments to fixed rate interest payments or to convert
fixed rate interest payments to variable rate interest payments.

The impact of interest rate swaps on interest expense and the weighted average
borrowing rate is as follows:
<TABLE>

                                                                            2001             2000              1999
                                                                            ----             ----              ----

<S>                                                                    <C>               <C>               <C>
Impact of interest rate swaps on interest expense (000's).............. $    657          $ 2,619           $ 5,049
Weighted average borrowing rate excluding interest rate swaps..........    6.21%            6.75%             5.45%
Weighted average borrowing rate including interest rate swaps..........    6.23%            6.86%             5.64%

</TABLE>

Interest rate swap agreements involve the exchange of fixed rate and variable
rate interest payments based on a notional principal amount and maturity date.

The Company is exposed to credit loss in the event of non-performance by the
counterparties to the interest-rate swap to the extent of the differential
between fixed- and variable-rates; such risk is considered minimal.

The Company has, from time to time, entered into foreign currency contracts for
the purpose of minimizing its risk of loss from fluctuations in exchange rates
in connection with certain intercompany loans and certain sales of receivables
with recourse of foreign currency denominated lease receivables. The Company had
no foreign currency contracts outstanding as of December 31, 2001 and 2000.

Since the Company normally enters into derivative transactions only with members
of its banking group, the credit risk of these transactions is monitored as part
of the normal credit review of the banking group. The Company monitors the
market risk of derivative instruments through periodic review of the fair market
values.


Note 14. - Stockholder's Equity

The following is a reconciliation of stockholder's equity:
<TABLE>

                                                                                                  Accumulated
                                                                         Capital                     Other        Total
                                                           Common       in Excess    Retained    ComprehensiveStockholder's
(in thousands of dollars)                                   Stock    of Stated Value Earnings      ___Loss___    Equity
                                                            -----    --------------- --------         -------    ------




<S>                                                   <C>           <C>           <C>           <C>        <C>
Balance December 31, 1999............................  $    46,000   $    41,725   $ 1,211,084   $       -  $ 1,298,809
Net income - 2000....................................            -             -       212,431           -      212,431
Capital contribution from Pitney Bowes Inc...........            -       300,000             -           -      300,000
Dividends paid to Pitney Bowes Inc...................            -             -      (390,600)          -     (390,600)
                                                           -------       -------      --------     -------     --------

Balance December 31, 2000............................       46,000       341,725     1,032,915           -    1,420,640
Net income - 2001....................................            -             -       160,139           -      160,139
Dividends paid to Pitney Bowes Inc...................            -             -       (96,788)          -      (96,788)
Other comprehensive loss:
    Cumulative effect of accounting change...........            -             -             -      (6,988)      (6,988)
     Unrealized net loss on derivative instruments...            -             -             -        (630)        (630)
                                                           -------       -------      --------     -------     --------

Balance December 31, 2001............................  $    46,000   $   341,725   $ 1,096,266   $  (7,618) $ 1,476,373
                                                           =======       =======      ========     =======     ========

</TABLE>

At December 31, 2001, 10,000 shares of common stock, no-par with a stated value
of $100,000 per share were authorized and 460 shares were issued and outstanding
and amounted to $46.0 million at December 31, 2001 and 2000. All of the
Company's stock is owned by Pitney Bowes.



<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 15. - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

Cash, assets held for sale, accounts payable and senior notes payable within one
year. Due to the short maturity of these instruments, the carrying amounts
approximate fair value.

Loans receivable. The fair value of loans receivable is estimated based on
quoted market prices, dealer quotes or by discounting the future cash flows
using current interest rates at which similar loans would be made to borrowers
with similar credit ratings and similar remaining maturities.

Senior notes payable. The fair value of long-term debt is estimated based on
quoted dealer prices for the same or similar issues.

Interest rate swaps. The fair values of interest rate swaps are obtained from
dealer quotes. These values represent the estimated amount the Company would
receive or pay to terminate the agreements taking into consideration current
interest rates and the creditworthiness of the counterparties.

Transfers of receivables with recourse. The fair value of the recourse liability
represents the estimate of expected future losses. The Company periodically
evaluates the adequacy of reserves and estimates of expected losses; if the
resulting evaluation of expected losses differs from the actual reserve,
adjustments are made to the reserve.

The estimated fair value of the Company's financial instruments is as follows:
<TABLE>

         December 31                                     2001                         2000
                                                  ---------------------         ---------------------
         (in thousands of dollars)              Carrying        Fair          Carrying         Fair
                                                Value (2)       Value         Value (2)        Value

<S>                                      <C>             <C>            <C>            <C>
         Loans receivable (1)             $     343,833   $     345,893  $     394,241  $     405,288
         Senior notes payable                (1,658,692)     (1,749,026)    (1,729,039)    (1,758,617)
         Interest rate swaps                     18,887          18,766           (422)        10,293
         Transfers of receivables
           with recourse                           (829)           (829)        (3,676)        (3,676)

</TABLE>


(1)  Carrying value for loans receivable is net of applicable allowance for
     credit losses.
(2)  Carrying value includes accrued interest and deferred income, where
     applicable.


<PAGE>




                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 16. - Taxes on Income from Continuing Operations

Income from continuing operations before income taxes and the provision for
income taxes were as follows:
<TABLE>

           Years Ended December 31                                 2001           2000           1999
                                                                   ----           ----           ----
           (in thousands of dollars)
            Income from continuing operations
<S>                                                         <C>            <C>            <C>
              before income taxes......................      $  198,122     $  278,190     $  250,623
                                                               ========       ========       ========
           Provision for income taxes:
             Federal:
               Current.................................      $  (38,358)    $  (35,621)    $  (27,385)
               Deferred................................          80,856        103,199         79,314
                                                                -------        -------        -------
                   Total federal.......................          42,498         67,578         51,929
                                                                -------        -------        -------
             State and local:
               Current.................................         (21,102)        (6,963)           466
               Deferred................................          16,587          5,144          7,809
                                                                -------        -------        -------
                   Total state and local...............          (4,515)        (1,819)         8,275
                                                                -------        -------        -------

            Total......................................      $   37,983     $   65,759     $   60,204
                                                                =======        =======        =======

Including discontinued operations, the provision for income taxes consists of
the following:

           Years Ended December 31                                 2001           2000           1999
                                                                   ----           ----           ----
           (in thousands of dollars)
            Federal....................................      $   42,498     $   67,578     $   39,199
            State and local............................          (4,515)        (1,819)         4,800
                                                                -------        -------        -------
                   Total...............................      $   37,983     $   65,759     $   43,999
                                                                =======        =======        =======

Deferred tax liabilities:

           December 31                                             2001           2000           1999
                                                                   ----           ----           ----
           (in thousands of dollars)
           Deferred tax liabilities:
             Lease revenue and related depreciation....      $  576,200     $  592,230     $  526,838
                                                               --------       --------       --------
            Total......................................      $  576,200     $  592,230     $  526,838
                                                                =======        =======        =======


</TABLE>

<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements


Note 16. - Taxes on Income from Continuing Operations (continued)


The reconciliation of the U.S. Federal statutory rate to the Company's effective
income tax rate for continuing operations is as follows:
<TABLE>

           Years Ended December 31                                  2001            2000            1999
                                                                    ----            ----            ----
           (Percent of pretax income)
<S>                                                                <C>             <C>             <C>
            U.S. Federal statutory rate.................            35.0%           35.0%           35.0%
            State and local income taxes ..............             (1.5)           (0.4)            1.6
            Partnership leasing transactions...........             (9.6)           (9.0)           (9.9)
            Tax-exempt foreign trade income............             (2.7)           (1.3)           (1.6)
            Tax-exempt finance income .................             (1.9)           (0.6)           (0.7)
            Residual portfolio and
              equipment acquisition....................             (0.6)           (0.5)           (1.3)
            Other, net ................................              0.5             0.4             0.9
                                                                 --------        --------        --------
            Effective income tax rate .................             19.2%           23.6%           24.0%
                                                                 ========        ========        ========

</TABLE>

Note 17. - Retirement and Non-Pension Post-Retirement Benefit Plans

The Company participates in the Pitney Bowes retirement plan, which covers the
majority of PBCC employees. The assets of this plan fully fund vested benefits.
Pitney Bowes' plan assumptions for 2001 were 7.25 percent for the discount rate,
4.75 percent for the expected rate of increase in future compensation levels and
9.55 percent for the expected long-term rate of return on plan assets. Plan
assumptions for 2000 were 7.5 percent for the discount rate, 4.75 percent for
the expected rate of increase in future compensation levels and 9.55 percent for
the expected long-term rate of return on plan assets. The Company's pension
expense was $0.3 million in 2001, $0.4 million in 2000 and $0.5 million in 1999.

The Company participates in the Pitney Bowes non-pension post-retirement benefit
plan, which provides certain health care and life insurance benefits to eligible
retirees and their dependents. The Company's non-pension post-retirement expense
was $0.1 million in 2001, $0.4 million in 2000 and $0.2 million in 1999.

The Company's share of PBI's assets and liabilities related to such plans are
not readily determinable.


Note 18. - Commitments, Contingencies, Legal and Regulatory Matters

Commitments - The Company is the lessee under non-cancelable operating leases
for office space and automobiles. Future minimum lease payments under these
leases are as follows: $2.5 million in 2002, $2.4 million in 2003, $2.4 million
in 2004, $2.2 million in 2005, $2.2 million in 2006 and $12.0 million
thereafter. Rental expense under operating leases was $1.4 million, $1.2 million
and $1.8 million in 2001, 2000 and 1999, respectively.

Contingencies - At December 31, 2001, the Company had $356.4 million of unfunded
commitments to extend credit to customers in its Capital Service programs. The
Company evaluates each customer's creditworthiness on a case-by-case basis. Upon
extension of credit, the amount and type of collateral obtained, if deemed
necessary by the Company, is based on management's credit assessment of the
customer. Fees received under the agreements are recognized over the commitment
period. The maximum risk of loss arises from the possible non-performance of the
customer to meet the terms of the credit agreement. As part of the Company's
review of its exposure to risk, adequate provisions are made for finance assets,
which may be uncollectible.

The Company has sold net finance receivables and in selective cases entered into
guarantee contracts with varying amounts of recourse in privately placed
transactions with unrelated third-party investors. The uncollected principal
balance of receivables sold and guarantee contracts totaled $181.2 million and
$262.1 million at December 31, 2001 and 2000, respectively. In accordance with
generally accepted accounting principles, the Company has not recorded these
amounts as liabilities on its Consolidated Balance Sheets.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                   Notes to Consolidated Financial Statements

Note 18. - Commitments, Contingencies and Regulatory Matters (continued)

The maximum risk of loss on these net financing receivables and guarantee
contracts arises from the possible non-performance of lessees to meet the terms
of their contracts and from changes in the value of the underlying equipment.
These contracts are secured by the underlying equipment value, and supported by
the creditworthiness of our customers. At December 31, 2001, the underlying
equipment value exceeded the sum of the uncollected principal balance of
receivables sold and the guarantee contracts. As part of its review of risk
exposure, the Company believes it has made adequate provision for sold
receivables and guarantee contracts which may not be collectible. The Company
does not depend on these types of transactions to fund its leasing investments.
The Company selectively uses these transactions when it considers the economic
impact to be favorable.

The Company has originated tax-exempt secured loans to state and local
governments and has sold certificates of interest in these loans to third
parties. Generally, the Company recognizes revenue for the fees it receives upon
the sale of these certificates. These transactions however, may require us to
buy back certificates from the third parties if interest rates rise
significantly. The Company's maximum risk of loss arises because it may be
required to buy back certificates and resell them to other third parties at
below cost. The Company has structured these transactions so that even in a
rising interest rate environment, our losses would be minimal. The Company has
further minimized any risk of non-performance on the state and local government
loans by obtaining credit guarantees of these loans from a highly-rated
nationally recognized insurance company. Certificates outstanding at December
31, 2001 and 2000 were $263.7 million and $240.7 million, respectively. In
accordance with generally accepted accounting principles, the Company does not
record these certificates as assets or liabilities on its Consolidated Balance
Sheets.

During 1997, PBCC and GATX Corporation ("GATX") formed PBG Capital Partners LLC
("PBG") for the purpose of financing and managing certain then-existing leasing
related assets. PBCC contributed assets to PBG and maintains a 50% interest.
PBCC accounts for its investment in PBG under the equity method. The Company's
maximum exposure is its investment of $166 million reflected on its Consolidated
Balance Sheets at December 31, 2001. PBG's total assets and liabilities at
December 31, 2001 were $536 million and $290 million, respectively. In
accordance with generally accepted accounting principles, the Company does not
record these assets and liabilities on its Consolidated Balance Sheets.


Legal and Regulatory Matters - From time to time, the Company is a party to
lawsuits that arise in the ordinary course of its business. These lawsuits may
involve litigation by or against the Company to enforce contractual rights under
contracts; lawsuits by or against the Company relating to equipment, service or
payment disputes with customers; disputes with employees; or other matters. The
Company is currently a plaintiff or a defendant in a number of lawsuits, none of
which should have, in the opinion of management and legal counsel, a material
adverse effect on the Company's financial condition, results of operations or
cash flows.

In December 2001, PBI recorded a pretax charge of approximately $24 million
associated with the settlement of a lawsuit related to lease upgrade pricing in
the early to mid-1990's. The settlement is subject to court approval. The $24
million charge relates to the following settlement costs: award certificates to
be provided to members of the class for purchase of office products through
Pitney Bowes supply line and the cost of legal fees and related expenses of $8.3
million.

In June 2001, PBI and Hewlett-Packard announced that they had reached an
agreement resolving a lawsuit filed by the company in 1995. The lawsuit arose
out of a dispute over print technology patents. Under the terms of the
agreement, the companies resolved all pending patent litigation without
admission of infringement and PBI received $400 million in cash and ten-year
supply and technology agreements.

In November 2001, the U.S. Postal Service (USPS) issued its finalized service
plan for the retirement of non-digital, or letterpress, meters. New placements
of non-digital meters without the "timeout" feature that enables the meters to
be automatically disabled, if not reset within a specified time period are no
longer permitted after December 31, 2002. These meters must be off the market by
December 31, 2006. New placements of non-digital meters with a "timeout" feature
are no longer permitted after June 2004. These meters must be off the market by
December 31, 2008.

In 2000, the USPS issued a proposed schedule for the phaseout of manually reset
electronic meters in the U.S. As of February 1, 2000, new placements of manually
reset electronic meters are no longer permitted. Current users of manually reset
electronic meters can continue to use these meters for the term of their current
rental and lease agreements. Leases or rentals due to expire in 2000 could have
been extended only to December 31, 2001.

In connection with the above, PBI adopted a formal meter transition plan in the
second quarter of 2001, to transition to the next generation of networked
mailing technology.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
                   Notes to Consolidated Financial Statements

Note 18. - Commitments, Contingencies and Regulatory Matters (continued)

In May 1995, the USPS publicly announced its concept of its Information Based
Indicia Program (IBIP) for future postage evidencing devices. As initially
stated by the USPS, the purpose of the program was to develop a new standard for
future digital postage evidencing devices which would significantly enhance
postal revenue security and support expanded USPS value-added services to
mailers. The program would consist of the development of four separate
specifications: (i) the Indicium specification - the technical specifications
for the indicium to be printed; (ii) a Postal Security Device specification -
the technical specification for the device that would contain the accounting and
security features of the system; (iii) a Host specification; and (iv) a Vendor
Infrastructure specification. During the period from May 1995 through December
31, 2001, PBI submitted extensive comments to a series of proposed IBIP
specifications issued by the USPS, including comments on the IBI Performance
Criteria.

In August 1999, the USPS and PBI announced that they had reached an agreement
(USPS Settlement) resolving a lawsuit filed by the company in 1997. The lawsuit
arose out of a dispute over a 1978 Statement of Understanding authorizing the
company to offer Postage by Phone(R), its proprietary version of the
Computerized Meter Resetting System. Under the terms of the agreement, PBI
received $51.8 million, representing a portion of the financial benefit that
the USPS obtained as a result of the revised regulations.

In June 1999, PBI was served with a Civil Investigative Demand (CID) from the
Justice Department's Antitrust Division. A CID is a tool used by the Antitrust
Division for gathering information and documents. PBI believes that the Justice
Department may have been reviewing its efforts to protect its
intellectual property rights. PBI believes it has complied fully with the
antitrust laws and cooperated fully with the department's investigation. In
February 2002 the Justice Department advised PBI that it has decided to close
this investigation with no further action.


Note 19. - Quarterly Financial Information (Unaudited)

Summarized quarterly financial data for 2001 and 2000 follows (in thousands of
dollars):
<TABLE>

                                                                 Three Months Ended
                                                       ----------------------------------------------

         2001                                  March 31         June 30       Sept. 30        Dec. 31
         ----                                  --------         -------       --------        -------

<S>                                         <C>             <C>            <C>            <C>
         Total revenue                       $  145,656      $  149,165     $  149,219     $  143,719
                                               --------        --------       --------       --------
         Expenses:
         Cost of meter transition                     -         109,900              -              -
         Selling, general and administrative     28,027          30,480         28,192         29,669
         Depreciation and amortization            2,850           2,693          2,334          2,317
         Provision for credit losses             13,106          11,236         12,980         12,388
         Interest, net                           28,215          25,605         26,457         23,188
         Provision for income taxes              21,829         (20,482)        16,235         20,401
                                               --------        --------       --------       --------
         Total expenses                          94,027         159,432         86,198         87,963
                                               --------        --------       --------       --------
         Net income (loss)                   $   51,629      $  (10,267)    $   63,021     $   55,756
                                               ========        ========       ========       ========


         2000

         Total revenue                       $  142,106      $  150,164     $  142,437     $  144,382
                                               --------        --------       --------       --------
         Expenses:
         Selling, general and administrative     31,172          26,873         26,874         26,313
         Depreciation and amortization            3,604           4,994          3,451          6,949
         Provision for credit losses             16,918          15,387          9,208         14,274
         Interest, net                           28,749          31,716         28,303         26,114
         Provision for income taxes              16,224          19,822         19,947          9,766
                                               --------        --------       --------       --------
         Total expenses                          96,667          98,792         87,783         83,416
                                               --------        --------       --------       --------
         Net income                          $   45,439      $   51,372     $   54,654     $   60,966
                                               ========        ========       ========       ========

</TABLE>




<PAGE>




                         PITNEY BOWES CREDIT CORPORATION



Item 9.-- Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


                                    PART III


ITEM 10. -- Directors and Executive Officers of the Registrant

Omitted pursuant to General Instruction I2(c).


Item 11. -- Executive Compensation

Omitted pursuant to General Instruction I2(c).


Item 12.-- Security Ownership of Certain Beneficial Owners and Management

Omitted pursuant to General Instruction I2(c).


Item 13.-- Certain Relationships and Related Transactions

Omitted pursuant to General Instruction I2(c).


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                                     Part IV
Item 14.-- Exhibits, Financial Statement Schedules and Reports on Form 8-K
<TABLE>

(a)  Index of documents filed as part of this report:                                              Page(s)
                                                                                                   -------

1.       Consolidated financial statements
         Included in Part II of this report
<S>                                                                                                    <C>
           Report of independent accountants.................................................           19
           Consolidated statements of income and of retained earnings for each of
           the three years in the period ended December 31, 2001.............................           20
           Consolidated balance sheets at December 31, 2001 and 2000.........................           21
           Consolidated statements of cash flows for each of the three years in
           the period ended December 31, 2001................................................           22
           Notes to consolidated financial statements........................................        23-42

2.       Financial statement schedules
         Valuation and qualifying accounts and reserves (Schedule II)........................           48

         The additional financial data should be read in conjunction with the
         financial statements included in Item 8 to this Form 10-K. Schedules
         not included with this additional financial data have been omitted
         because they are not applicable or the required information is shown in
         the financial statements or notes thereto.

3.       Index to Exhibits(numbered in accordance with Item 601 of Regulation S-K)

         REG S-K                                                                     STATE OR INCORPORATION
         EXHIBITS                            DESCRIPTION                                   BY REFERENCE
         --------          ------------------------------------------               ----------------------
             (3)           1.  Certificate of Incorporation, as amended             Incorporated by reference to
                                                                                    Exhibit (3.1) to Form 10-K
                                                                                    (No. 01-13497) as filed with
                                                                                    the Commission on March 21, 1996.

                           2.  By-Laws, as amended                                  Incorporated by reference to Exhibit
                                                                                    (3.2) to Form 10 on Registration Statement
                                                                                    (No. 01-13497) as filed with the
                                                                                    Commission on May 1, 1985.

             (4)           (a) Form of Indenture dated as of May 1, 1985            Incorporated by reference to
                               between the Company and Bankers Trust                Exhibit (4a) to Registration
                               Company, as Trustee.                                 Statement on Form S-3 (No. 2-97411) as
                                                                                    filed with the Commission on May 1, 1985.

                           (b) Form of First Supplemental Indenture                 Incorporated by reference to
                               dated as of December 1, 1986 between                 Exhibit (4b) to Registration
                               the Company and Bankers Trust Company,               Statement on Form S-3 (No.
                               as Trustee.                                          33-10766) as filed with the
                                                                                    Commission on December 12, 1986.

                           (c) Form of Second Supplemental Indenture                Incorporated by reference to
                               dated as of February 15, 1989 between                Exhibit (4c) to Registration
                               the Company and Bankers Trust Company,               Statement on Form S-3 (No.
                               as Trustee.                                          33-27244) as filed with the
                                                                                    Commission on February 24, 1989.

             (4)           (d) Form of Third Supplemental Indenture                 Incorporated by reference to
                               dated as of May 1, 1989 between the                  Exhibit (1) on Form 8-K
                               Company and Bankers Trust Company,                   (No. 0-13497) as filed with
                               as Trustee.                                          the Commission on May 16, 1989.

</TABLE>

<PAGE>


                         PITNEY BOWES CREDIT CORPORATION


3.       Index to Exhibits (numbered in accordance with Item 601 of Regulation
         S-K) [continued]
<TABLE>


<S>     <C>                <C>                                                      <C>
         REG S-K                                                                     STATE OR INCORPORATION
         EXHIBITS                            DESCRIPTION                                   BY REFERENCE
         --------          ------------------------------------------               ----------------------
             (4)           (e) Letter Agreement between Pitney Bowes Inc.           Incorporated by reference to
                               and Bankers Trust Company, as Trustee.               Exhibit (4b) to Registration
                                                                                    Statement on Form S-3 (No.
                                                                                    2-97411) as filed with the
                                                                                    Commission on May 1, 1985.

                           (f) Indenture dated as of November 1, 1995               Incorporated by reference to
                               between the Company and Chemical Bank,               Exhibit (4a) to Amendment
                               as Trustee.                                          No.1 to Registration statement
                                                                                    on Form S-3 (No. 33-62485) as
                                                                                    filed with the commission November 2, 1995.

                           (g) Indenture dated as of July 31, 1999 between          Incorporated by reference to
                               Pitney Bowes Credit Corporation and                  Exhibit 3 to Form 8-K of
                               SunTrust Bank, Atlanta, as Trustee.                  Pitney Bowes Credit Corporation (No. 0-13497),
                                                                                    as filed with the Commission
                                                                                    on September 3, 1999.

                           (h) Form of Medium Term Note, Series D                   Incorporated by reference to
                               (Global Fixed Rate).                                 Exhibit 2.a to Form 8-K of
                                                                                    Pitney Bowes Credit
                                                                                    Corporation (No. 0-13497),
                                                                                    as filed with the Commission
                                                                                    on September 3, 1999.

                           (i) Form of Medium Term Note, Series D                   Incorporated by reference to
                               (Global Floating Rate).                              Exhibit 2.b to Form 8-K of
                                                                                    Pitney Bowes Credit
                                                                                    Corporation (No. 0-13497),
                                                                                    as filed with the Commission
                                                                                    on September 3, 1999.

                           (j) Form of Medium Term Note, Series D                   Incorporated by reference to
                               (Certificated Fixed Rate).                           Exhibit 2.c to Form 8-K of
                                                                                    Pitney Bowes Credit
                                                                                    Corporation (No. 0-13497),
                                                                                    as filed with the Commission
                                                                                    on September 3, 1999.

                           (k) Form of Medium Term Note, Series D                   Incorporated by reference to
                               (Certificated Floating Rate).                        Exhibit 2.d to Form 8-K of
                                                                                    Pitney Bowes Credit
                                                                                    Corporation (No. 0-13497),
                                                                                    as filed with the Commission
                                                                                    on September 3, 1999.
             (10)          Material Contracts
                           1.  First Amended and Restated Operating                 Incorporated by reference to
                               Agreement dated November 6, 1996,                    Exhibit (i) on Form 10-Q
                               between the Company and Pitney Bowes Inc.            (No. 01-13497) as filed with
                                                                                    the Commission on
                                                                                    November 13, 1996.

</TABLE>

<PAGE>


                         PITNEY BOWES CREDIT CORPORATION
<TABLE>

3.   Index to Exhibits (numbered in accordance with Item 601 of Regulation S-K) [continued]

<S>     <C>                <C>                                                      <C>
         REG S-K                                                                     STATE OR INCORPORATION
         EXHIBITS                            DESCRIPTION                                   BY REFERENCE
         --------          ------------------------------------------               ----------------------
             (10)          2.  Tax Sharing Agreement dated April 1, 1977            Incorporated by reference to
                               between the Company and Pitney Bowes Inc.            Exhibit (10.3) to Form 10 as
                                                                                    filed with the Commission
                                                                                    on May 1, 1985.

                           3.  Amended and Restated Finance Agreement,              Incorporated by reference to
                               dated June 12, 1995 between the Company              Exhibit (i) on Form 8-K
                               and Pitney Bowes Inc.                                (No. 01-13497) as filed with
                                                                                    the Commission on
                                                                                    June 12, 1995.

                           4.  Distribution Agreement dated August 30,              Incorporated by reference to
                               1999, among Pitney Bowes Credit                      Exhibit 1 to Form 8-K of
                               Corporation, Salomon Smith Barney Inc.,              Pitney Bowes Credit
                               Banc of America Securities LLC, Bear,                Corporation (No. 0-13497),
                               Stearns & Co. Inc. and J. P. Morgan                  as filed with the Commission
                               Securities Inc.                                      on September 3, 1999.

                           5.  Form of Underwriting Agreement.                      Incorporated by reference to
                                                                                    Exhibit 1 to Registration
                                                                                    Statement on Form S-3 of
                                                                                    Pitney Bowes Credit
                                                                                    Corporation (No. 333-59181),
                                                                                    as filed with the Commission
                                                                                    on July 15, 1998.

             (12)          Computation of ratio of earnings from continuing         Exhibit (i)
                           operations to fixed charges

             (21)          Subsidiaries of the registrant                           Exhibit (ii)

             (23)          Consent of Independent Accountants                       Exhibit (iii)



(b)      Reports on Form 8-K

             None

</TABLE>


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION

                                   SIGNATURES

Pursuant to the requirements of the Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                            PITNEY BOWES CREDIT CORPORATION

                                            By      /s/ MATTHEW S. KISSNER
                                                    ----------------------
                                                   Matthew S. Kissner
                                           President and Chief Executive Officer
Dated:  March 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

<TABLE>





<S>      <C>      <C>                                                          <C>
         By       /s/  MATTHEW S. KISSNER                                       Dated:  March 28, 2002
                  -------------------------
                  Matthew S. Kissner
                  Director and
                  President and Chief Executive Officer


         By       /s/  DAVID KLEINMAN                                           Dated:  March 28, 2002
                  -------------------------
                  David Kleinman
                  Vice President, Finance and
                  Chief Administrative Officer
                  (Principal Financial Officer)



         By       /s/  MICHAEL C. COSTELLO                                      Dated:  March 28, 2002
                  -------------------------
                  Michael C. Costello
                  Controller
                  (Principal Accounting Officer)



         By       /s/  MICHAEL J.  CRITELLI                                     Dated:  March 28, 2002
                  -------------------------
                  Michael J. Critelli
                  Director



         By       /s/  BRUCE P. NOLOP                                           Dated:  March 28, 2002
                  -------------------------
                  Bruce P. Nolop
                  Director



         By       /s/  ARLEN F. HENOCK                                          Dated:  March 28, 2002
                  -------------------------
                  Arlen F. Henock
                  Director



</TABLE>

<PAGE>



                         PITNEY BOWES CREDIT CORPORATION
          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                  FOR THE YEARS ENDED DECEMBER 31, 1999 TO 2001

<TABLE>

                      Allowance for credit losses (shown on Consolidated Balance Sheets as deduction from
                                                       net investments)
                                    ---------------------------------------------------------------------
                                        Additions         Additions       Deductions -
                      Balance at       charged to        charged to       uncollectible
                       beginning        costs and     or credited from      accounts        Balance at
                        of year         expenses        other sources    written off (1)    end of year
                        -------         --------        -------------    ---------------    -----------


<S>                 <C>                <C>               <C>             <C>               <C>
   2001              $   74,129         $  49,710         $ 24,900 (4)    $   44,919        $  103,820

   2000              $   80,655         $  55,787         $      -        $   62,313        $   74,129

   1999              $  115,233         $  41,917         $  9,300 (3)    $   85,795 (2)    $   80,655



</TABLE>





   (1) Principally uncollectible accounts written off.
   (2) Amounts include the write-off of finance receivable retained in
       connection with the disposal of Colonial Pacific Leasing Corporation
       ("CPLC") against previously established allowance for credit losses.
   (3) Additional provision for credit losses for CPLC charged to discontinued
       operations.
   (4) Additions related to the cost of meter transition.





<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                                   Exhibit (i)
  Computation of Ratio of Earnings from Continuing Operations to Fixed Charges

                            (in thousands of dollars)


<TABLE>

                                                           Years Ended December 31,

                                             --------------------------------------------------------
                                             2001         2000        1999(2)      1998(2)      1997(2)
                                             ----         ----        ----         ----         ----


Income from continuing operations
<S>                                   <C>          <C>         <C>          <C>           <C>
  before income taxes...............   $  198,122   $  278,190  $  250,623   $  244,689    $ 222,443
                                          -------      -------     -------      -------      -------





Fixed charges:
  Interest, net   ..................      103,465      114,882     121,210      124,411      154,634
  One-third of rent expense.........          479          385         585          520        1,107
                                          -------      -------     -------      -------      -------
Total fixed charges.................      103,944      115,267     121,795      124,931      155,741
                                          -------      -------     -------      -------      -------

Earnings from continuing
  operations before fixed charges...   $  302,066   $  393,457  $  372,418   $  369,620    $ 387,184
                                          =======      =======     =======      =======      =======

Ratio of earnings from continuing
  operations to fixed charges (1)...        2.91X        3.41X       3.06X        2.96X        2.49X
                                          =======      =======     =======      =======      =======
</TABLE>






(1)  The ratio of earnings from continuing operations to fixed charges is
     computed by dividing earnings from continuing operations before fixed
     charges by fixed charges. Fixed charges consist of interest on debt and
     one-third of rent expense as representative of the interest portion.

(2)  Amounts reclassified to reflect CPLC and AMIC as discontinued operations.
     Interest expense and the portion of rents representative of the interest
     factor of these discontinued operations have been excluded from fixed
     charges in the computation. Including these amounts in fixed charges, the
     ratio of earnings to fixed charges would be 2.96, 2.50 and 2.09 times for
     the years ended December 31, 1999, 1998 and 1997, respectively.



<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                                  Exhibit (ii)
                         Subsidiaries of the Registrant

The Registrant, Pitney Bowes Credit Corporation, a Delaware corporation, is a
subsidiary of Pitney Bowes Inc.

The following are subsidiaries of the Registrant as of December 31, 2001:
<TABLE>
<S>                                                                                          <C>
                                                                                             Country or State
Company Name                                                                                 of Incorporation
------------                                                                                 ----------------
CPLC Inc.                                                                                    Delaware
FSL Holdings Inc.                                                                            Connecticut
FSL Risk Managers Inc                                                                        New York
Harlow Aircraft Inc.                                                                         Delaware
PB Air Inc.                                                                                  Nevada
PB CFSC I Inc.                                                                               US Virgin Islands
PB Equipment Management Inc.                                                                 Delaware
PB Funding Corporation                                                                       Delaware
PB Global Holdings Inc.                                                                      Connecticut
PB Global Holdings II Inc.                                                                   Connecticut
PB Global Holdings III Inc.                                                                  Connecticut
PB Global Holdings IV Inc.                                                                   Connecticut
PB Lease Holdings Inc.                                                                       Nevada
PB Leasing Services Inc.                                                                     Nevada
PB Miles Inc.                                                                                Delaware
PB Municipal Funding Inc.                                                                    Nevada
PB Nihon FSC Ltd.                                                                            Bermuda
PB Nikko FSC Ltd.                                                                            Bermuda
PB Partnership Financing, Inc.                                                               Delaware
PB Public Finance Inc.                                                                       Delaware
PB/PREFCO Real Estate Holdings Inc.                                                          Delaware
PBA Foreign Sales Corporation                                                                Barbados
PBG Holdings Inc.                                                                            Delaware
Pitney B2B Capital.com Inc.                                                                  Delaware
Pitney Bowes Insurance Agency, Inc.                                                          Connecticut
Pitney Bowes Real Estate Financing Corporation ("PREFCO")                                    Delaware
Pitney Structured Funding I Inc.                                                             Delaware
PREFCO - Dayton Community Urban Redevelopment Corporation                                    Ohio
PREFCO Dover Inc.                                                                            Delaware
PREFCO I LP Inc                                                                              Delaware
PREFCO II Inc.                                                                               Delaware
PREFCO II SPE Inc.                                                                           Delaware
PREFCO III LP Inc.                                                                           Delaware
PREFCO IV LP Inc.                                                                            Delaware
PREFCO V LP Inc.                                                                             Delaware
PREFCO VI Inc.                                                                               Delaware
PREFCO VI LP Inc.                                                                            Delaware
PREFCO VII Inc.                                                                              Delaware
PREFCO VII LP Inc.                                                                           Delaware
PREFCO VIII LP Inc.                                                                          Delaware
PREFCO IX LP Inc.                                                                            Delaware
PREFCO XI LP Inc.                                                                            Delaware
PREFCO XII LP Inc.                                                                           Delaware
PREFCO XIII Inc.                                                                             Delaware
PREFCO XIII LP Inc.                                                                          Delaware
PREFCO XIV LP Inc.                                                                           Delaware
PREFCO XV LP Inc.                                                                            Delaware
PREFCO XVI Inc.                                                                              Delaware
PREFCO XVI LP Inc.                                                                           Delaware
PREFCO XVII Inc.                                                                             Delaware
PREFCO XVII LP Inc.                                                                          Delaware
PREFCO XVIII LP Inc.                                                                         Delaware
PREFCO XIX LP Inc.                                                                           Delaware
PREFCO XXI Inc.                                                                              Delaware
PREFCO XXI LP Inc.                                                                           Delaware
</TABLE>
                         PITNEY BOWES CREDIT CORPORATION

                                  Exhibit (ii)
                   Subsidiaries of the Registrant (continued)
<TABLE>

<S>                                                                                          <C>
                                                                                             Country or State
Company Name                                                                                 of Incorporation
------------                                                                                 ----------------
PREFCO XXII Inc.                                                                             Delaware
PREFCO XXII LP Inc.                                                                          Delaware
PREFCO XXIV Inc.                                                                             Delaware
PREFCO XXV Inc.                                                                              Delaware
PREFCO Onze Inc.                                                                             Delaware
PREFCO Twelve Holdings Inc.                                                                  Delaware
The Pitney Bowes Bank, Inc.                                                                  Utah
Tower FSC Ltd.                                                                               Bermuda
Waterview Resolution Corporation                                                             Massachusetts

</TABLE>


<PAGE>




                         PITNEY BOWES CREDIT CORPORATION
                                  Exhibit (iii)
                       Consent of Independent Accountants



We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-59181) of Pitney Bowes Credit Corporation of our
report dated January 29, 2002 relating to the financial statements and financial
statement schedule, which appears in this Form 10-K.





PricewaterhouseCoopers LLP


Stamford, Connecticut
March 28, 2002