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


                        F O R M   10 - Q



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

       For the quarterly period ended March 31, 1997

                               OR

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

       For the transition period from       to 
                                      -----    -----

Commission File Number:  0-13497


                 PITNEY BOWES CREDIT CORPORATION


State of Incorporation              IRS Employer Identification No.
     Delaware                                06-0946476

                          New Address:
                       27 Waterview Drive
                Shelton, Connecticut  06484-4361
                Telephone Number:  (203) 922-4000

                         Former Address:
                        201 Merritt Seven
                Norwalk, Connecticut  06856-5151
                Telephone Number:  (203) 846-5600

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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X   No 
                                        -----    -----

As of April 30, 1997, 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
H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 2 of 17



                    Pitney Bowes Credit Corporation
                                Index              
                    -------------------------------


                                                            Page Number
                                                            -----------

Part I - Financial Information:

       Item 1. Financial Statements  

               Consolidated Statement of Income - 
                Three Months Ended
                March 31, 1997 and 1996 . . . . . . . .             3

               Consolidated Balance Sheet - 
                March 31, 1997 and
                December 31, 1996 . . . . . . . . . . .             4

               Consolidated Statement of Cash Flows - 
                Three Months Ended
                March 31, 1997 and 1996 . . . . . . . .         5 - 6 

               Notes to Consolidated Financial 
                Statements. . . . . . . . . . . . . . .         7 - 9

       Item 2. Management's Narrative Analysis of
                the Results of Operations . . . . . . .       10 - 13


Part II - Other Information:

       Item 1. Legal Proceedings. . . . . . . . . . . .            14

       Item 6. Exhibits and Reports on Form 8-K . . . .            14

       Signature  . . . . . . . . . . . . . . . . . . .            15

       Exhibit (i) - Computation of Ratio of Earnings
        to Fixed Charges. . . . . . . . . . . . . . . .            16

       Exhibit (ii) - Financial Data Schedule . . . . .            17


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 3 of 17


                      Part I - Financial Information

                      Item 1.  Financial Statements 


                      Pitney Bowes Credit Corporation
                      Consolidated Statement of Income
                      --------------------------------
                                (Unaudited)

(Dollars in thousands)                     Three Months Ended March 31, 
                                           ---------------------------- 
                                                1997               1996     
                                             -------            ------- 

Finance income . . . . . . . . . . . . .    $183,394           $177,276 
                                             -------            ------- 
Expenses:
  Selling, general and administrative. .      41,601             39,282 
  Depreciation and amortization. . . . .      10,504              8,927 
  Provision for credit losses. . . . . .      15,055             16,695 
  Interest . . . . . . . . . . . . . . .      49,895             50,315 
                                             -------            ------- 
    Total expenses . . . . . . . . . . .     117,055            115,219 
                                             -------            ------- 

Income before income taxes . . . . . . .      66,339             62,057 
Provision for income taxes . . . . . . .      21,101             20,489 
                                             -------            ------- 
Net income . . . . . . . . . . . . . . .    $ 45,238           $ 41,568 
                                             =======            ======= 

Ratio of earnings to fixed charges . . .       2.32X              2.22X 
                                             =======            ======= 

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 4 of 17

                       Pitney Bowes Credit Corporation
                          Consolidated Balance Sheet 
                       -------------------------------
                                 (Unaudited)


(Dollars in thousands)                              March 31,  December 31,
                                                         1997          1996
                                                 ------------  ------------
    
Assets

Cash . . . . . . . . . . . . . . . . . . . . . .  $    34,214   $    20,937 
                                                   ----------    ---------- 
Investments:
  Finance assets (Note 2)  . . . . . . . . . . .    4,252,071     4,241,359 
  Investment in leveraged leases . . . . . . . .      624,183       617,970 
  Assets transferred from affiliate. . . . . . .       30,469        32,825 
  Investment in operating leases, net of 
    accumulated depreciation . . . . . . . . . .       69,549        86,634 
  Allowance for credit losses. . . . . . . . . .     (102,377)      (98,721)
                                                   ----------    ---------- 
    Net investments. . . . . . . . . . . . . . .    4,873,895     4,880,067 
                                                   ----------    ---------- 
Mortgage servicing rights, net of accumulated
 amortization (Note 3) . . . . . . . . . . . . .      172,828       138,146 
Assets held for sale . . . . . . . . . . . . . .      148,620       140,420 
Other assets . . . . . . . . . . . . . . . . . .      183,063       167,432 
                                                   ----------    ---------- 
Total assets . . . . . . . . . . . . . . . . . .  $ 5,412,620   $ 5,347,002 
                                                   ==========    ========== 
Liabilities
            
Senior notes payable within one year (Note 4). .  $ 1,975,923   $ 1,901,581 
Short-term notes payable to affiliates (Note 4).       64,862       139,400 
Accounts payable to affiliates . . . . . . . . .      160,695       168,558 
Accounts payable and accrued liabilities . . . .      201,720       176,657 
Deferred taxes . . . . . . . . . . . . . . . . .      501,500       478,624 
Senior notes payable after one year (Note 4) . .    1,275,000     1,275,000 
Subordinated notes payable (Note 4). . . . . . .      229,154       229,154 
                                                   ----------    ---------- 
   Total liabilities . . . . . . . . . . . . . .    4,408,854     4,368,974 
                                                   ----------    ---------- 
Stockholder's Equity
                    
Common stock . . . . . . . . . . . . . . . . . .       46,000        46,000 
Capital surplus. . . . . . . . . . . . . . . . .       41,725        41,725 
Retained earnings. . . . . . . . . . . . . . . .      916,041       890,303 
                                                   ----------    ---------- 
   Total stockholder's equity. . . . . . . . . .    1,003,766       978,028 
                                                   ----------    ---------- 
Total liabilities and stockholder's equity . . .  $ 5,412,620   $ 5,347,002 
                                                   ==========    ========== 

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 5 of 17

                       Pitney Bowes Credit Corporation
                    Consolidated Statement of Cash Flows
                    ------------------------------------
                                 (Unaudited)
 
(Dollars in thousands)                         Three Months Ended March 31,
                                               ----------------------------
                                                      1997             1996
                                                ----------       ----------

Operating Activities

Net income. . . . . . . . . . . . . . . . . .   $   45,238       $   41,568 

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Provision for credit losses . . . . . . . .       15,055           16,695  
  Depreciation and amortization . . . . . . .       10,504            8,927 
  (Decrease) increase in accounts payable to
   affiliates . . . . . . . . . . . . . . . .       (7,863)           1,721 
  Increase in deferred taxes. . . . . . . . .       22,876           29,642 
  Increase (decrease) in accounts payable
   and accrued liabilities. . . . . . . . . .       25,063           (4,819)
  Decrease in assets transferred from 
   affiliate. . . . . . . . . . . . . . . . .       (2,174)               - 
  Other, net. . . . . . . . . . . . . . . . .       (2,748)         (47,644)
                                                 ---------        --------- 
Net cash provided by operating activities . .      105,951           46,090 
                                                 ---------        --------- 

Investing Activities

  Investment in net finance assets. . . . . .     (534,812)        (363,595)
  Investment in operating leases. . . . . . .       (2,634)          (8,113)
  Investment in assets held for sale. . . . .     (167,507)         (67,280)
  Cash receipts collected under lease 
   contracts, net of finance income
   recognized . . . . . . . . . . . . . . . .      682,950          458,112 
  Investment in mortgage servicing rights . .      (39,850)         (18,731)
  Loans and advances to affiliates, net . . .       (8,502)          (1,121)
  Additions to equipment and leasehold
   improvements . . . . . . . . . . . . . . .       (2,623)          (4,124)
                                                 ---------        --------- 
  Net cash used in investing activities . . .      (72,978)          (4,852)
                                                 ---------        --------- 

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 6 of 17

                       Pitney Bowes Credit Corporation
                    Consolidated Statement of Cash Flows
                    ------------------------------------
                                 (Unaudited)

(Dollars in thousands)                         Three Months Ended March 31,
                                               ----------------------------
                                                      1997             1996
                                                ----------       ----------

Financing Activities

  Increase (decrease) in short-term debt. . .      274,342           (8,773)
  Short-term loans from affiliates. . . . . .      (74,538)         (14,735)
  Settlement of long-term debt. . . . . . . .     (200,000)               - 
  Dividends paid to Pitney Bowes Inc. . . . .      (19,500)         (17,800)
                                                 ---------        --------- 
   Net cash used in financing activities. . .      (19,696)         (41,308)
                                                 ---------        --------- 

Increase (decrease) in cash . . . . . . . . .       13,277              (70)
Cash at beginning of period . . . . . . . . .       20,937           10,129 
                                                 ---------        --------- 
Cash at end of period . . . . . . . . . . . .   $   34,214       $   10,059 
                                                 =========        ========= 

Interest paid . . . . . . . . . . . . . . . .   $   48,968       $   53,776 
                                                 =========        ========= 

Income taxes refunded, net. . . . . . . . . .   $   (7,756)      $  (33,346)
                                                 =========        ========= 


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 7 of 17

                      Pitney Bowes Credit Corporation
                Notes to Consolidated Financial Statements
                ------------------------------------------
Note 1:
------

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of Pitney Bowes
Credit Corporation (the Company or PBCC), all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position
as of March 31, 1997 and the results of operations and cash flows for the
three months ended March 31, 1997 and 1996 have been included.  Operating
results for the three months ended March 31, 1997 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1997.  These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.

Note 2:
------

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

(Dollars in thousands)
                                                  March 31,   December 31,
Finance Assets                                         1997           1996
                                               ------------   ------------
Gross finance receivables . . . . . . . . . .   $ 4,837,010    $ 4,826,361
Unguaranteed residual valuation . . . . . . .       708,128        700,776
Initial direct cost deferred. . . . . . . . .        93,629         91,588
Unearned income . . . . . . . . . . . . . . .    (1,386,696)    (1,377,366)
                                                 ----------     ----------
  Finance assets. . . . . . . . . . . . . . .   $ 4,252,071    $ 4,241,359
                                                 ==========     ==========
Note 3:
------

Mortgage servicing rights (MSR) are recorded at the lower of amortized cost
or present value of the estimated future net servicing income, which does not
exceed fair market value and are amortized in proportion to, and over the
period of, estimated future net servicing income of the underlying mortgages. 

The Company estimates the fair value of MSR's based on estimated future net
servicing income, using a valuation model which considers such factors as
market discount rates and loan prepayments.  The Company's policy for
evaluating MSR's is based on the predominant risk characteristics of the
underlying loans, which include adjustable rate versus fixed rate, segregated
into strata by loan type and interest rate bands.  The Company may adjust
amortization prospectively in response to changes in actual and anticipated
prepayment, foreclosure, delinquency and cost experience.  Based on the
evaluation performed as of March 31, 1997, no impairment was recognized in
the Company's mortgage servicing rights portfolio.

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 8 of 17

Note 4:
------

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

(Dollars in thousands)

                                                  March 31,    December 31,
Notes Payable                                          1997            1996
                                               ------------    ------------
Senior Notes Payable

Commercial paper at a weighted average
  interest rate of 5.41% (5.54% in 1996). . .    $1,766,460      $1,359,200
Notes payable against bank lines of
  credit and others at a weighted average
  interest rate of 2.28% (2.11% in 1996). . .       163,963         296,881
Current installment of long-term debt due
  within one year at an interest rate of
  7.39% to 7.48% (5.63% to 7.48% in 1996) . .        45,500         245,500
                                                  ---------       ---------
Total senior notes payable within one year. .     1,975,923       1,901,581

Senior notes payable after one year at
  interest rates of 5.63% to 9.25%
  through 2009 (5.63% to 9.25% in 1996) . . .     1,275,000       1,275,000
                                                  ---------       --------- 
Total senior notes payable. . . . . . . . . .     3,250,923       3,176,581
                                                  ---------       ---------

Short-term Notes Payable to Affiliates

Notes payable to Pitney Bowes Inc. at a
  weighted average interest rate of 5.42%
  (5.40% in 1996) . . . . . . . . . . . . . .        64,862         139,400
                                                  ---------       ---------

Subordinated Notes Payable
                      
Non-interest bearing notes due              
  Pitney Bowes Inc. . . . . . . . . . . . . .       229,154         229,154
                                                  ---------       ---------

Total notes payable . . . . . . . . . . . . .    $3,544,939      $3,545,135
                                                  =========       =========

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 9 of 17

Note 5:
------

In June, 1996 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 125 "Accounting for
Transactions and Servicing of Financial Assets and Extinguishments of
Liabilities" for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996.  In
December, 1996 the FASB issued Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions
of FASB Statement No. 125".  The Company implemented FAS Statement No.
125 on January 1, 1997.  This statement may impact the method used to
sell finance assets on a prospective basis.  As of March 31, 1997 there
was no material impact on the financial statements of the company due to
the adoption of this statement.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 10 of 17


Item 2.   Management's Narrative Analysis of the Results of Operations
          ------------------------------------------------------------


Results of Operations - first quarter of 1997 compared to first quarter
of 1996
-------------------------------------------------------------------------

Finance income in the first quarter of 1997 increased 3.5 percent to
$183.4 million compared to $177.3 million in 1996.  Finance income for
Internal small-ticket financing programs increased 10.4 percent to $82.6
million from $74.9 million primarily due to higher earning asset levels,
revenue from new business initiatives such as a revolving credit product
called Purchase Power (SM) and higher income from fee-based programs. 
Finance income for External large-ticket financing programs decreased to
$47.9 million from $52.4 million primarily due to lower investment levels
and revenue of $4.0 million realized from the sale of $139 million of
finance assets in the first quarter of 1996.  Finance income related to
External small-ticket financing programs decreased to $38.1 million from
$38.8 million primarily due to the loss of revenue from the sale of the
Custom Vendor Finance (CVF) portfolio in the second quarter of 1996
partly offset by income from higher investment levels and fee-based
programs at Colonial Pacific Leasing Corporation (CPLC).  Revenue
generated from mortgage servicing increased 31.6 percent to $14.8 million
in the first quarter of 1997 compared with $11.2 million in the first
quarter of 1996, due to a larger mortgage servicing portfolio which
supports the Company's fee-based income growth strategy.

Selling, general and administrative (SG&A) expenses increased 5.9 percent
to $41.6 million in the first quarter of 1997 compared to $39.3 million
in 1996.  SG&A expenses for Internal small-ticket financing programs
increased to $15.5 million from $14.7 million principally due to
investments in new business initiatives and higher sales assistance fees
paid to Pitney Bowes.  SG&A expenses for External large-ticket financing
programs increased 5.7 percent to $5.5 million primarily due to higher
administrative related expenses.  SG&A expenses for External small-ticket
financing programs increased to $15.3 million from $14.9 million
principally due to a higher level of marketing fees paid to brokers at
CPLC on higher levels of new business.  SG&A expenses related to mortgage
servicing increased 18.8 percent in 1997 to $5.1 million primarily due to
the administration of a larger mortgage servicing portfolio.  SG&A
expenses related to the Company's residual value insurance operations in
1997 and 1996 were $.2 million.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 11 of 17


Depreciation on operating leases was $4.1 million in the first quarter of
1997 compared to $3.4 million in 1996 due to operating lease dispositions
during the first quarter of 1997.  Amortization of mortgage servicing
rights was $5.7 million in the first quarter of 1997 compared to $4.9
million in 1996 due to a larger mortgage servicing portfolio. 
Amortization of deferred costs associated with the Company's
participation in a partnership transaction was $.7 million and $.6
million for the first quarter of 1997 and 1996, respectively.

The provision for credit losses was $15.1 million for the first quarter
of 1997 compared to $16.7 million in 1996.  The provision for Internal
small-ticket financing programs increased slightly to $8.2 million from
$8.0 million primarily due to credit loss provisions on new business
initiatives partly offset by favorable portfolio performance.  The
provision for the External large-ticket financing programs was $.5
million in the first quarter of 1997 compared with $2.0 million in the
first quarter of 1996 which included a $1.1 million impact from the sale
of finance assets.  The provision for External small-ticket financing
programs was $6.4 million for the first quarter of 1997 compared to $6.7
million in 1996.  The decrease is principally due to the sale of the CVF
business in June 1996 and a lower Dictaphone portfolio partly offset by
higher investment levels at CPLC.

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) increased from 1.88
percent at December 31, 1996 to 1.98 percent at March 31, 1997. PBCC
charged $11.4 million and $16.6 million against the allowance for credit
losses in the first quarter of 1997 and 1996, respectively.
 
Interest expense was $49.9 million in the first quarter of 1997 compared
with $50.3 million in 1996.  The slight decrease reflects lower average
borrowings in 1997 partially offset by higher interest rates.  The
effective interest rate on average borrowings was 6.16 percent for the
first quarter of 1997 compared to 6.04 percent for the same period of
1996.  The Company does not match fund its financing investments and does
not apply different interest rates to its various financing portfolios. 

The effective tax rate for the first quarter of 1997 was 31.8 percent
compared with 33.0 percent for the same period of 1996.  The decrease is
principally due to a higher level of tax-exempt income and a lower
effective state tax rate.

The Company's ratio of earnings to fixed charges was 2.32 times for the
first quarter of 1997 compared with 2.22 times for the same period of
1996.  The increase reflects higher profitability from higher investment
and fee-based program levels.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 12 of 17

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 its sensitivity to interest rate volatility. 
PBCC's debt mix was 58 percent short-term and 42 percent long-term at
both  March 31, 1997 and December 31, 1996.  PBCC's swap-adjusted
variable-rate versus fixed-rate debt mix was 51 percent variable-rate and
49 percent fixed-rate at March 31, 1997 and 43 percent variable rate and
57 percent fixed rate at December 31, 1996.  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.

The Company has $250 million of unissued debt securities available from
a shelf registration statement filed with the Securities and Exchange
Commission in September 1995.  Up to $250 million of medium-term notes
may be offered under this registration statement.  The $250 million
available under this shelf registration statement should meet the
Company's financing needs for approximately the next year.  The Company
also had unused lines of credit and revolving credit facilities totaling
$1.5 billion at March 31, 1997, largely supporting its commercial paper
borrowings.

Additional financing will be arranged as deemed necessary. Borrowing
requirements will be primarily dependent upon the level of equipment
purchases from Pitney Bowes, the level of on balance sheet financing
activity, financing of any fee-based business initiatives and the
refinancing of maturing debt.

The Company continues to develop strategies in support of ongoing debt
level and risk management.  In line with the previously announced,
strategy to concentrate on fee-based transactions rather than asset-based
income, the Company expects to continue to reduce the level of External
large-ticket investments and related debt levels.

The Company's utilization of derivative instruments is currently limited
to interest rate swap agreements (interest rate swaps) and foreign
currency exchange forward contracts (foreign currency contracts).  The
Company periodically enters into interest rate swaps as a means of
managing interest rate exposure.  The interest rate differential to be
paid or received is recognized over the life of the agreements 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.  The Company has 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 transfers to the Company by foreign
affiliates of foreign currency denominated lease receivables.  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.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 13 of 17

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.

Gross finance assets at the end of the first quarter of 1997 increased .3
percent from December 31, 1996.  The small increase is principally due to
the shift in emphasis from asset-based investments in the External large
ticket segment to fee-based transactions and a seasonally lower level of
Internal small-ticket financing activity during the quarter relative to
portfolio liquidations.  This impact is offset by a favorable financing
volume relative to portfolio liquidations in the External small-ticket
financing programs.  External small-ticket gross finance assets at March
31, 1997 were 4.9 percent, or $51.4 million, higher than December 31,
1996.  Overall levels of lease receivables are in line with management's
expectations.

The Company's liquidity ratio (finance contracts receivable, including
residuals, expected to be realized in cash over the next 12 months to
current maturities of debt over the same period) was .81 times at March
31, 1997 and .78 times at December 31, 1996.  

The Company will continue to use cash to invest in finance assets with
emphasis on Internal and External small-ticket leasing transactions and
controlled investment in External large-ticket financing 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.  Additional cash, to the extent needed, is
expected to be provided from commercial paper and intermediate- or long-
term debt securities.  While the Company expects that market acceptance
of its short- and long-term debt will continue to be strong, additional
liquidity is available, if needed, under revolving credit facilities and
credit lines.

-------------------------------------------------------------------------

The Company wishes to caution readers that any forward-looking statements
(those which talk about the Company's or management's current
expectations as to the future), in this Form 10-Q or made by Company
management involve risks and uncertainties which may change based on
various important factors.  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: the level of business and financial performance of
Pitney Bowes, including the impact of changes in postal regulations; the
success of the Company in developing strategies to manage debt levels,
including the ability of the Company to access the capital markets; the
strength of worldwide economies; the effects of and changes in trade,
monetary and fiscal policies and laws, and inflation and monetary
fluctuations, including changes in interest rates; the willingness of
customers to substitute financing sources; and the success of the Company
at managing customer credit risk associated collection and asset
management efforts.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 14 of 17




                        Part II - Other Information
                        ---------------------------

Item 1. 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 vendor, insurance or other 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 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 position or results of
        operations.
        
Item 6. Exhibits and Reports on Form 8-K

         (a) 1. Financial Statements - see index on page 2

             2. Exhibits (numbered in accordance with Item 601 of
                Regulation S-K)

                Reg. S-K                               Incorporation
                Exhibits  Description                  by Reference 
                --------  ---------------------------- -------------

                  (12)    Computation of Ratio of      See Exhibit (i)
                          Earnings to Fixed Charges    on page 16

                  (27)    Financial Data Schedule      See Exhibit (ii)
                                                       on page 17          
    
                There are no unregistered debt instruments in which the total
                amount of securities authorized thereunder exceeds 10 percent
                of the total assets of the Company.  Copies of all
                instruments defining the rights of securities holders are
                available upon request.

         (b)    No reports on Form 8-K were filed for the three months ended
                March 31, 1997.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1997
Page 15 of 17





                           SIGNATURE
                           ---------


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













                                   PITNEY BOWES CREDIT CORPORATION




Date:    May 15, 1997               /s/ G. Kirk Hudson           
     --------------------           -----------------------------
                                    G. Kirk Hudson
                                    Vice President - Finance
                                    (Principal Financial and 
                                     Accounting Officer)