Exhibit 3.1
                                                           Page 1 of 11



                  CERTIFICATE OF INCORPORATION
                               OF
                     PB LEASING CORPORATION


          THE UNDERSIGNED, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions
of the General Corporation Law of the State of Delaware does hereby
certify as follows:
          FIRST:  The name of the corporation is
                   PB Leasing Corporation
          SECOND:  The address of the corporation's registered
office in the State of Delaware is 100 West Tenth Street,
Wilmington, New Castle County.  The name of its registered agent at
such address is The Corporation Trust Company.
          THIRD:  The purpose of the corporation is to engage in
any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
          FOURTH:  The total number of shares of all classes of
stock which the corporation shall have authority to issue is 20,000
shares, of which 10,000 shares shall be Preferred Stock with the
par value of $1 each and 10,000 shares shall be Common Stock with
the par value of $1 each.
          FIFTH:  The name and mailing address of the incorporator
is:       
          Edward M. Harris, Jr.
          c/o Pitney Bowes Inc.
          Walnut and Pacific Streets
          Stamford, Connecticut  06904
          

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<PAGE>
                                                           Exhibit 3.1
                                                           Page 2 of 11





          SIXTH:  The Board of Directors of the Corporation is
expressly authorized to make, alter or repeal by-laws of the
Corporation, but the stockholders may make additional by-laws and
may alter or repeal any by-laws whether or not adopted by them.
          SEVENTH:  Elections of directors need not be by written
ballot except and to the extent provided in the by-laws of the
corporation.
          IN WITNESS WHEREOF, I have signed this certificate of
incorporation this 16th day of August, 1976.

                                      /s/ Edward M. Harris, Jr.
                                      -------------------------
                                          Edward M. Harris, Jr.






                                 -56-

<PAGE>
                                                           Exhibit 3.1
                                                           Page 3 of 11



                    CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

                               OF

                     PB Leasing Corporation


                            *********

          PB Leasing Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
          FIRST:  That the Board of Directors of said corporation
duly adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said
corporation:
              RESOLVED, that the Certificate of Incorporation of
              PB Leasing Corporation be amended by changing the
              first Article thereof so that, as amended, said
              Article shall be and read as follows:

              "FIRST:  The name of the corporation is Pitney 
              Bowes Credit Corporation."

          SECOND:  That in lieu of a meeting and vote of
stockholders, the stockholders have given unanimous written consent
to said amendment in accordance with the provisions of Section 228 
of the General Corporation Law of the State of Delaware.
          THIRD:  That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228 
of the General Corporation Law of the State of Delaware.  That this


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<PAGE>
                                                           Exhibit 3.1
                                                           Page 4 of 11

Certificate of Amendment of the Certificate of Incorporation shall
be effective on June 1, 1979.
          IN WITNESS WHEREOF, said PB Leasing Corporation has
caused this certificate to be signed by HARRY W. NEINSTEDT, its
President, and attested by DAVID O'HEARNE, its Secretary, this 31st
day of May, 1979.


                                  PB LEASING CORPORATION

                                  By /s/ Harry W. Neinstedt
                                     -----------------------------
                                     Harry W. Neinstedt, President


ATTEST:

 By /s/ David O'Hearne
    -------------------------
    David O'Hearne, Secretary





                                 -58-
                                    


<PAGE>
                                                           Exhibit 3.1
                                                           Page 5 of 11
                                                                 


                    CERTIFICATE OF AMENDMENT

                               OF

                  CERTIFICATE OF INCORPORATION

                               OF

                 PITNEY BOWES CREDIT CORPORATION


          Pitney Bowes Credit Corporation, a corporation organized
and existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY.
          FIRST:  That the Board of Directors of said corporation,
at a meeting duly held, December 5, 1979 adopted a resolution
proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation.
          RESOLVED, That the Certificate of Incorporation of Pitney
          Bowes Credit Corporation be amended by changing the
          fourth Article thereof so that, as amended, said Article
          shall be and read as follows:

          "FOURTH:  The total number of share of all classes of
          stock which the corporation shall have authority to issue
          is 20,000 shares, of which 10,000 shares shall be
          Preferred Stock each to be with no par value and 10,000
          shares shall be Common Stock each to be with no par
          value."

          SECOND:  That Pitney Bowes Inc., the sole and only
stockholder of Pitney Bowes Credit Corporation, has given written
consent to said amendment in accordance with the provisions of
section 228 of the General Corporation Law of the State of
Delaware.

                                 -59-


<PAGE>
                                                           Exhibit 3.1
                                                           Page 6 of 11


          THIRD:  That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of section 242  and 228 
of the General Corporation Law of the State of Delaware.
          IN WITNESS WHEREOF, said Pitney Bowes Credit Corporation
has caused this certificate to be signed by Harry W. Neinstedt, its
President, and attested by John H. McDonald, its Secretary, this
14th day of December, 1979.



                                  PITNEY BOWES CREDIT CORPORATION

                                  By /s/ Harry W. Neinstedt
                                     ----------------------
                                         Harry W. Neinstedt

ATTEST:

By /s/ John H. McDonald
   --------------------
       John H. McDonald
       Secretary




                                 -60-


<PAGE>
                                                           Exhibit 3.1
                                                           Page 7 of 11

                                                                 

               CERTIFICATE OF CHANGE OF ADDRESS OF

            REGISTERED OFFICE AND OF REGISTERED AGENT

     PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE

To:       DEPARTMENT OF STATE
          Division of Corporations
          Townsend Building
          Federal Street
          Dover, Delaware  19903

          Pursuant to the provisions of Section 134 of Title 8 of
the Delaware Code,  the undersigned Agent for service of process,
in order to change the address of the registered office of the
corporations for which it is registered agent, hereby certifies
that:

          1.  The name of the agent is:  The Corporation Trust 
              Company

          2.  The address of the old registered office was:

              100 West Tenth Street
              Wilmington, Delaware  19801
          
          3.  The address to which the registered office is to be
              changed is:   

              Corporation Trust Center
              1209 Orange Street
              Wilmington, Delaware  19801

              The new address will be effective on July 30, 1984.

          4.  The names of the corporations represented by said
              agent are set forth on the list annexed to this
              certificate and made a part hereof by reference.

          IN WITNESS WHEREOF, said agent has caused this
certificate to be signed on its behalf by its Vice-President and
Assistant Secretary this 25th day of July, 1984.


                                       The Corporation Trust Company
                                       -----------------------------
                                       (Name of Registered Agent)

                                       By: /s/ Virginia Colrell
                                           --------------------
                                           (Vice-President)


ATTEST:

/s/ Marcy Murray
--------------------
(Assistant Secretary)

                                 -61-


<PAGE>
                                                           Exhibit 3.1
                                                           Page 8 of 11


                      CERTIFICATE OF AMENDMENT

                                 OF

                    CERTIFICATE OF INCORPORATION

                                 OF

                  PITNEY BOWES CREDIT CORPORATION


     Pitney Bowes Credit Corporation, a corporation duly organized

and existing under the General Corporation Law of the State of

Delaware (the "Corporation"), does hereby certify that:

     I.     The amendment to the Corporation's Certificate of

Incorporation set forth below was duly adopted in accordance with

the provisions of Sections 242 and 228 of the General Corporation

Law of the State of Delaware.

     II.     A new Article 10 shall be added to that of the

Corporation's Certificate of Incorporation to read in its entirety

as follows:

     "Section 1.  Elimination of Certain Liability of Directors.

     A director of the Corporation shall not be personally liable
     to the Corporation or it stockholders for monetary damages for
     breach of fiduciary duty as a director, except for liability
     (i) for any breach of the director's duty of loyalty to the
     Corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or
     a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction
     from which the director derived an improper personal benefit.

     Section 2.  Indemnification and Insurance.

     (a)  Right to Indemnification.  Each person who was or is made
     a party or is threatened to be made a party to or is involved
     in any action, suit or proceeding, whether civil, criminal,
     administrative or investigative (hereinafter a "proceeding"),
     by reason of the fact that he or she, or a person of whom he
     or she is the legal representative, is or was a director or
     officer of the Corporation or is or was serving at the request
     of the Corporation as a director, officer, employee or agent



                                  -62-

<PAGE>
                                                           Exhibit 3.1
                                                           Page 9 of 11


     of another corporation or of a partnership, joint venture,
     trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding
     is alleged action in an official capacity as a director,
     officer, employee or agent, or in any other capacity while
     servicing as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation
     Law, as the same exists or may hereafter be amended (but, in
     the case of any such amendment, only to the extent that such
     amendment permits the Corporation to provide broader
     indemnification rights than said law permitted the corporation
     to provide prior to such amendment), against all expense,
     liability and loss (including attorneys' fees, judgements,
     fines, ERISA excise taxes or penalties and amounts paid or to
     be paid in settlement) reasonably incurred or suffered by such
     person in connection therewith and such indemnification shall
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     his or her heirs, executors and administrators; provided,
     however, that, except as provided in paragraph (b) hereof, the
     Corporation shall indemnify any such person seeking
     indemnification in connection with a proceeding (or part
     thereof) initiated by such person only is such proceeding (or
     part thereof) was authorized by the Board of Directors of the
     Corporation.  The right to indemnification conferred in this
     Section shall be a contract right and shall include the right
     to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final
     disposition; provided, however, that if the Delaware General
     Corporation Law requires, the payment of such expenses
     incurred by a director or officer in his or her capacity as a
     director or officer, (and not in any other capacity in which service
     was or is rendered by such person while a director or officer,
     including, without limitation, service to an employee benefit
     plan) in advance of the final disposition of a proceeding,
     shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to
     repay all amounts so advanced if it shall ultimately be
     determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.  The Corporation
     may, by action of its Board of Directors, provide
     indemnification to employees and agents of the Corporation
     with the same scope and effect as the foregoing
     indemnification of directors and officers.

     (b)  Right of Claimant to Bring Suit.  If a claim under
     paragraph (a) of this Section is not paid in full by the
     Corporation within thirty days after a written claim has been
     received by the Corporation, the claimant may at any time
     thereafter bring suit against the Corporation to recover the
     unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the 
     expense of prosecuting such claim.  It shall be a defense to

                                  -63-


<PAGE>
                                                           Exhibit 3.1
                                                           Page 10 of 11

     any such action (other than an action brought to enforce a
     claim for expenses incurred in defending any proceeding in
     advance of its final disposition where the required
     undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of
     conduct which make it permissible under the Delaware General
     Corporation Law for the Corporation to indemnify the claimant
     for the amount claimed, but the burden of proving such defense
     shall be on the Corporation.  Neither the failure of the
     Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that
     indemnification of the claimant is proper in the circumstances
     because he or she has me the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an
     actual determination by the Corporation (including its Board
     of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of
     conduct, shall be a defense to the action or create a
     presumption that the claimant has not met the applicable
     standard of conduct.

     (c)  Non-Exclusivity of Rights.  The right to indemnification
     and the payment of expenses incurred in defending a proceeding
     in advance of its final disposition conferred in this Section
     shall not be exclusive of any other right which any person may
     have or hereafter acquire under any statute, provision of the
     Certificate of Incorporation, by-law, agreement, vote of
     stockholders or disinterested directors or otherwise.

     (d)  Insurance.  The Corporation may purchase and maintain
     insurance at its expense to protect itself and on behalf of
     any person who is or was or has agreed to become a director,
     officer, employee or agent of the Corporation, partnership,
     joint venture, trust or other enterprise against any liability
     asserted against him or her and incurred by him or her or on
     his or her behalf in any such capacity, or arising out of his
     or her status as such, whether or not the Corporation would
     have the power to indemnify him or her and incurred by him or
     her or on his or her behalf in any such capacity, or arising
     out of his or her status as such, whether or not the
     Corporation would have the power to indemnify him or her
     against such liability under the provisions of this Article,
     provided that such insurance is available on acceptable terms,
     which determination shall be made by the Board of Directors.

     (e)  Additional Provisions.  Nothing set forth in this
     Article 10, Section 2 shall diminish the right of the Board
     of Directors to adopt By-laws concerning the indemnification
     of officers, directors, employees, and agents of the
     Corporation, as authorized by law and not inconsistent with
     the provisions of this Article.

     Section 3.  Amendment and Savings Clause.

     (a)  Amendment and Repeal.  No amendment to or repeal of this
     Article 10 shall apply to or have any effect on the liability
     or alleged liability or the right to indemnification of any
     director, officer, employee or agent of the Corporation for or
     with respect to any acts or omissions of such director,

                                 -64-

<PAGE>
                                                           Exhibit 3.1
                                                           Page 11 of 11

     officer, employee or agent occurring prior to such amendment
     or repeal.

     (b)  Savings Clause.  If this Article or any portion hereof
     shall be invalidated on any ground by any court of competent
     jurisdiction, then the Corporation shall nevertheless
     indemnify each director, officer, employee and agent of the
     Corporation as to costs, charges and expenses (including
     attorneys' fees), judgements, fines and amounts paid in
     settlement with respect to any action, suit or proceeding,
     whether civil, criminal, administrative or investigative
     including any action by or in the right of the Corporation, to
     the full extent permitted by any applicable portion of this
     Article that shall not have been invalidated and to the full
     extent permitted by applicable law."

     IN WITNESS WHEREOF, Pitney Bowes Credit Corporation has caused
     this Certificate to be executed and acknowledged by John J.
     Canning and John H. McDonald, its President and Secretary,
     respectively, on this 15th day of August, 1990.


     By: /s/ John J. Canning
         --------------------
         President

     Attest:

     By: /s/ John H. McDonald
         --------------------
         Secretary


                                  -65-