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


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


                                    FORM 10-Q

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


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

                  For the quarterly period ended June 30, 1999

                                       OR

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


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


                         Commission file number 0-13497

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


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


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

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


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


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 o

As of July 31, 1999,  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> 2



                         PITNEY BOWES CREDIT CORPORATION


<TABLE>
<S>                                                                                                              <C>


            Part I -- FINANCIAL INFORMATION

                ITEM 1. -- FINANCIAL STATEMENTs
                    Consolidated Statements of Income:
                      Three and Six Months Ended June 30, 1999 and 1998...................................        3
                    Consolidated Balance Sheets:
                      At June 30, 1999 and December 31, 1998..............................................        4
                    Consolidated Statements of Cash Flow:
                      Six Months Ended June 30, 1999 and 1998.............................................        5
                    Notes to Consolidated Financial Statements............................................        6

                ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS Of
                    THE RESULTS OF OPERATIONS AND FINANCIAL
                    CONDITION.............................................................................        9


            Part II -- OTHER INFORMATION
                ITEM 1.-- LEGAL PROCEEDINGS...............................................................       14
                ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................       14
                SignatureS................................................................................       15
                Exhibit (i) -- Computation of Ratio of Earnings from Continuing
                    Operations to Fixed Charges...........................................................       16
                Exhibit (ii)-- Financial Data Schedule....................................................       17


</TABLE>


<PAGE> 3



                         Part I -- FINANCIAL INFORMATION

                         ITEM 1. -- FINANCIAL STATEMENTs


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

<TABLE>
<S>                                                                      <C>             <C>                <C>            <C>

                                                                        Three Months Ended June 30,        Six Months Ended June 30,
                                                                        ---------------------------        -------------------------

                                                                              1999            1998                1999          1998
                                                                              ----            ----                ----          ----
Revenue:
  Finance income...............................................          $ 141,955       $ 126,728           $ 277,079     $ 246,257
                                                                           -------         -------             -------       -------


Expenses:
  Selling, general and administrative..........................             33,511          23,824              59,382        46,655
  Interest.....................................................             32,781          31,968              64,561        62,279
  Provision for credit losses..................................              7,714           8,933              20,013        17,782
  Depreciation and amortization................................              7,165           3,041              14,882         6,166
                                                                           -------         -------             -------       -------

    Total expenses.............................................             81,171          67,766             158,838       132,882
                                                                           -------         -------             -------       -------
Income from continuing operations before income taxes..........             60,784          58,962             118,241       113,375
Provision for income taxes.....................................             17,982          16,118              34,692        31,034
                                                                           -------         -------             -------       -------
Income from continuing operations..............................             42,802          42,844              83,549        82,341

Discontinued operations:
  (Loss) income  from  discontinued  operations  (net of taxes
   of $(1,963) and $5,785 for the three  months ended
   June 30, 1999 and 1998; and $177 and $10,376 for the
     six months ended June 30, 1999 and 1998)..................            (2,729)           9,248                 971        16,600
  Loss on disposal of discontinued operations (net of taxes
     of $(17,062) for the three and six months ended
     June 30, 1999.............................................           (24,938)               -             (24,938)            -
                                                                          -------          -------             -------       -------
Net income.....................................................          $ 15,135        $  52,092           $  59,582     $  98,941
                                                                          =======          =======             =======       =======
Ratio of earnings from continuing
  operations to fixed charges..................................             2.85X            2.84X               2.82X         2.81X
                                                                          =======          =======             =======       =======

</TABLE>



                 See Notes to Consolidated Financial Statements



<PAGE> 4



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

<TABLE>
<S>                                                                            <C>               <C>
                                                                                 June 30,        December 31,
                                                                                   1999              1998
                                                                                (unaudited)
                                                                                -----------      ------------
ASSETS

Cash.................................................................          $     32,505      $     19,154

Investments:
  Finance assets.....................................................             2,815,563         2,721,805
  Investment in leveraged leases.....................................               849,476           764,145
  Investment in operating leases, net of accumulated depreciation....                31,515            33,261
  Allowance for credit losses........................................              (111,524)        (115,233)
                                                                                  ---------         ---------

    Net investments..................................................             3,585,030         3,403,978
                                                                                  ---------         ---------

Mortgage servicing rights, net of accumulated amortization...........                     -           364,071
Assets held for sale.................................................               294,846           337,757
Investment in partnership............................................               168,730           165,950
Loans and advances to affiliates.....................................               360,431           611,625
Net assets of discontinued operations................................               470,658                 -
Other assets.........................................................               133,740           391,135
                                                                                  ---------         ---------

       Total assets..................................................          $  5,045,940      $  5,293,670
                                                                                  =========         =========

LIABILITIES

Senior notes payable due within one year.............................          $    974,972      $    991,853
Short-term notes payable to affiliates...............................                41,198           137,000
Accounts payable to affiliates.......................................               196,386           278,452
Accounts payable and accrued liabilities.............................               159,045           182,236
Deferred taxes.......................................................               490,034           486,906
Senior notes payable due after one year..............................             1,332,000         1,382,000
Long-term notes payable to affiliates................................               333,000           333,000
Subordinated notes payable...........................................               285,886           285,886
                                                                                  ---------         ---------

     Total liabilities...............................................             3,812,521         4,077,333
                                                                                  ---------         ---------

STOCKHOLDER'S EQUITY

Common stock.........................................................                46,000            46,000
Capital surplus......................................................                41,725            41,725
Retained earnings....................................................             1,145,694         1,128,612
                                                                                  ---------         ---------

     Total stockholder's equity......................................             1,233,419         1,216,337
                                                                                  ---------         ---------

       Total liabilities and stockholder's equity....................          $  5,045,940      $  5,293,670
                                                                                  =========         =========

</TABLE>






                 See Notes to Consolidated Financial Statements

<PAGE> 5



                         PITNEY BOWES CREDIT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (unaudited)
                            (in thousands of dollars)
<TABLE>
<S>                                                                             <C>              <C>


                                                                                   Six Months Ended June 30,
                                                                                  --------------------------

                                                                                      1999              1998
                                                                                      ----              ----
OPERATING ACTIVITIES

Net income.................................................................     $    59,582      $    98,941
Adjustments to reconcile net income to cash provided by
 operating activities:
  Provision for credit losses..............................................          20,013           38,830
  Depreciation and amortization............................................          56,965           26,493
  Cash effects of changes in:
     Deferred taxes........................................................          48,669             (653)
     Other receivables.....................................................          12,352           15,493
     Foreclosure claims receivable.........................................           6,845            4,657
     Advances and deposits.................................................           8,375            6,401
     Loans held for sale...................................................          68,453          (74,769)
     Accounts payable to affiliates........................................         (82,066)         (54,994)
     Accounts payable and accrued liabilities..............................          29,591           (3,119)
  Other, net...............................................................         (26,888)          10,054
                                                                                  ---------        ---------

Net cash provided by operating activities..................................         201,891           67,334
                                                                                  ---------        ---------

INVESTING ACTIVITIES
  Investment in net finance assets.........................................        (430,288)        (623,751)
  Investment in leveraged leases...........................................         (63,353)         (50,217)
  Investment in operating leases...........................................            (510)         (20,050)
  Investment in assets held for sale.......................................        (242,456)        (170,245)
  Cash receipts collected under lease contracts, net of finance
     income recognized.....................................................         529,687          871,851
  Investment in mortgage service rights....................................          (9,719)        (170,882)
  Loans and advances to affiliates, net....................................         239,497          257,916
  Additions to equipment and leasehold improvements........................          (5,213)          (5,227)
                                                                                  ---------        ---------

Net cash provided by investing activities..................................          17,645           89,395
                                                                                  ---------        ---------

FINANCING ACTIVITIES
  Change in short-term debt, net...........................................         (63,685)        (226,764)
  Proceeds from senior notes...............................................              -           125,000
  Short-term loans from affiliates.........................................        (100,000)             277
  Dividends paid to Pitney Bowes Inc.......................................         (42,500)         (43,000)
                                                                                  ---------        ---------

Net cash used in financing activities......................................        (206,185)        (144,487)
                                                                                  ---------        ---------

Increase in cash...........................................................          13,351           12,242
Cash at beginning of period................................................          19,154           36,320
                                                                                  ---------        ---------

Cash at end of period......................................................     $   32,505       $    48,562
                                                                                  =========        =========


Interest paid..............................................................     $    73,166      $    82,191
                                                                                  =========        =========

Income taxes refunded, net.................................................     $   (49,374)    $    (12,892)
                                                                                  =========        =========

</TABLE>


                 See Notes to Consolidated Financial Statements

<PAGE> 6



                         PITNEY BOWES CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
Note 1 -- General

   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 at June 30, 1999 and December 31, 1998,  the results of its  operations
for the three and six months  ended June 30, 1999 and 1998 and its cash flow for
the six months ended June 30, 1999 and 1998 have been included.  Certain amounts
from  prior  periods  have  been  reclassified  to  conform  to  current  period
presentation. Operating results for the three and six months ended June 30, 1999
are not necessarily  indicative of the results that may be expected for the year
ending December 31, 1999.  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, 1998.


Note 2 --  Discontinued Operations

  On June 30, 1999, the Company  committed itself to a formal plan to dispose of
Atlantic Mortgage & Investment  Corporation  ("AMIC"), a wholly owned subsidiary
of the Company  specializing in the servicing of residential first mortgages for
a fee. Accordingly, the Company recorded an expected loss of approximately $34.2
million (net of taxes of $22.8 million) on the disposal of AMIC.
  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  lease
financing business to General Electric Capital Corporation. The Company received
approximately $790 million at closing.  The excess of the proceeds over the book
value of net  assets  sold or  otherwise  disposed  of,  together  with  related
transaction  costs,  resulted in a gain of  approximately  $9.3  million (net of
taxes of $5.7 million) in the second quarter of 1999.
  Operating  results of both AMIC and CPLC have been  segregated and reported as
discontinued  operations in the  consolidated  statements of income.  Prior year
results have been reclassified to conform to the current year presentation.  Net
assets  of  discontinued  operations  have  been  separately  classified  in the
consolidated  balance  sheets  as  of  June  30,  1999.  Cash  flow  impacts  of
discontinued  operations have not been segregated in the accompanying statements
of cash flow.  Details of the (loss) income from discontinued  operations are as
follows (in thousands of dollars):
<TABLE>
<S>                                                        <C>                             <C>

                                                           Three Months Ended June 30,      Six Months Ended June 30,
                                                           ---------------------------      -------------------------

                                                                 1999           1998            1999           1998
                                                                 ----           ----            ----           ----

      AMIC..........................................       $  (2,729)     $    6,615       $     971     $   11,214
      CPLC..........................................               -           2,633               -          5,386
                                                              -------        -------         -------        -------
           (Loss) income from discontinued operations      $  (2,729)     $    9,248       $     971     $   16,600
                                                              =======        =======         =======        =======
</TABLE>

  Mortgage  servicing  revenue of AMIC was $30.0 and $62.5 million for the three
and six months  ended June 30, 1999,  and $29.3 and $52.6  million for the three
and six months ended June 30, 1998.  Net  interest  expense  allocated to AMIC's
discontinued  operations  was $1.8 and $3.7 million for the three and six months
ended  June 30,  1999,  and $1.6 and $2.9  million  for the three and six months
ended  June  30,  1998.  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 borrowing against AMIC's escrow deposits as opposed to regular commercial
paper borrowings.
  Finance  income  of CPLC was $50.5  and  $85.0  million  for the three and six
months ended June 30, 1998.  Interest expense  allocated to CPLC's  discontinued
operations  was $10.6 and $21.1  million for the three and six months ended June
30,  1998.  Interest  expense  has  been  allocated  based  on the  level of net
intercompany  borrowings  of CPLC,  charged at the  Company's  weighted  average
borrowing rate.







<PAGE> 7



                         PITNEY BOWES CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 3 -- Finance Assets

The composition of the Company's finance assets is (in thousands of dollars):
<TABLE>
<S>                                                                                   <C>                    <C>

                                                                                          June 30,           December 31,
                                                                                            1999                 1998
                                                                                          ---------            ---------
            Gross finance receivables......................................           $  3,117,489           $ 3,050,572
            Unguaranteed residual valuation................................                401,634               412,569
            Initial direct costs deferred..................................                 44,967                46,224
            Unearned income................................................               (748,527)             (787,560)
                                                                                         ---------             ---------

              Total finance assets.........................................           $  2,815,563           $ 2,721,805
                                                                                         =========             =========

</TABLE>


Note 4 -- Notes Payable

The  composition  of the Company's  notes payable is as follows (in thousands of
dollars):
<TABLE>
<S>                                                                                    <C>                   <C>

                                                                                          June 30,            December 31,
                                                                                            1999                  1998
                                                                                            ----                  ----
         Senior Notes Payable:
           Commercial paper at the weighted average
             interest rate of 4.82% (4.90% in 1998)..........................          $   184,500           $   173,700
           Notes payable against bank lines of credit and others at weighted
             average interest rates of 1.15% (1.16% in 1998).................              540,472               618,153
           Current installment of long-term debt due within one year at
              an interest rate of 6.45% (6.54% in 1998)......................              250,000               200,000
                                                                                         ---------             ---------

            Total senior notes payable due within one year...................              974,972               991,853

            Senior notes payable due after one year at interest rates of
              5.65% to 9.25% in 1999 and 1998................................            1,332,000             1,382,000
                                                                                         ---------             ---------

            Total senior notes payable.......................................            2,306,972             2,373,853

         Notes Payable to Affiliates:
            Due within one year at an interest rate of 5.38% in 1999 and 1998               41,198               137,000
            Due after one year at an interest rate of 5.38% in 1999 and 1998.              333,000               333,000
                                                                                         ---------             ---------

            Total notes payable to affiliates................................              374,198               470,000
                                                                                         ---------             ---------

         Subordinated Notes Payable:
            Non-interest bearing notes due Pitney Bowes Inc..................              285,886               285,886
                                                                                         ---------             ---------

         Total notes payable.................................................          $ 2,967,056           $ 3,129,739
                                                                                         =========             =========
</TABLE>


<PAGE> 8


                         PITNEY BOWES CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 5 -- Business Segment Information

Segment revenue and operating profit are as follows (in thousands of dollars):
<TABLE>
<S>                                                                     <C>                                 <C>

                                                                        Three Months Ended June 30,        Six Months Ended June 30,
                                                                        ---------------------------        -------------------------

                                                                              1999            1998                1999          1998
                                                                              ----            ----                ----          ----
    Revenue:
      Internal financing......................................          $  104,261     $    87,184          $  204,743  $   173,563
      Capital services........................................              37,694          39,544              72,336       72,694
                                                                           -------         -------             -------      -------
           Total revenue for reportable segments..............          $  141,955     $   126,728          $  277,079  $   246,257
                                                                           =======         =======             =======      =======


    Operating Profit:
      Internal financing......................................          $   56,789     $    48,436          $  111,841  $    96,156
      Capital services........................................               3,951          13,202               8,545       21,950
                                                                           -------         -------             -------      -------
    Total operating profit for reportable segments............              60,740          61,638             120,386      118,106
      Unallocated amounts:
        Corporate interest expense, net.......................                (594)         (2,404)             (2,429)      (4,347)
        Corporate income (expenses)...........................                 638            (272)                284         (384)
                                                                           -------         -------             -------      -------
      Income from continuing operations before income taxes...          $   60,784     $    58,962          $  118,241   $  113,375
                                                                           =======         =======             =======      =======
</TABLE>


<PAGE> 9


                         PITNEY BOWES CREDIT CORPORATION

                   ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIs
              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION



Results of Operations

Three Months of 1999 Compared to Three Months of 1998

  On June 30, 1999, the Company  committed itself to a formal plan to dispose of
Atlantic Mortgage & Investment  Corporation  ("AMIC"), a wholly owned subsidiary
of the Company  specializing in the servicing of residential first mortgages for
a fee. Accordingly, the Company recorded an expected loss of approximately $34.2
million  (net of taxes of $22.8  million)  on the  disposal  of AMIC.  Operating
results of AMIC have been segregated and reported as discontinued  operations in
the consolidated statements of income. Prior year results have been reclassified
to conform to the current year presentation.  Mortgage servicing revenue of AMIC
was $30.0 and $62.5  million for the three and six months  ended June 30,  1999,
and $29.3 and $52.6  million for the three and six months  ended June 30,  1998.
See Note 2 to the CONSOLIDATED FINANCIAL STATEMENTS.
  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  lease
financing business to General Electric Capital Corporation. The Company received
approximately $790 million at closing.  The excess of the proceeds over the book
value of net  assets  sold or  otherwise  disposed  of,  together  with  related
transaction  costs,  resulted in a gain of  approximately  $9.3  million (net of
taxes of $5.7 million) in the second quarter of 1999.  Operating results of CPLC
have been segregated and reported as discontinued operations in the consolidated
statements  of income for the three and six months ended June 30, 1998.  Finance
income of CPLC was $50.5 and $85.0  million  for the three and six months  ended
June 30, 1998. See Note 2 to the CONSOLIDATED FINANCIAL STATEMENTS.
  Accordingly,  the  discussion  that  follows  concerns  only  the  results  of
continuing operations.
  Finance  income in the second quarter of 1999 increased 12.0 percent to $142.0
million  compared  to  $126.7  million  in 1998.  Finance  income  for  internal
financing  programs  increased 19.6 percent to $104.3 million from $87.2 million
primarily  due to  higher  income  from  fee-  and  service-based  programs  and
investment levels for the mail and copier financing programs. Finance income for
Capital  Services  financing  programs  decreased  to $37.7  million  from $39.5
million  primarily  due to  lower  investment  levels  in  accordance  with  the
Company's  strategy to shift the foundation of the external  financing  business
from asset-based to fee- and service- based revenues. Included in finance income
for Capital  Services  financing  programs were gains on asset sales of $1.4 and
$6.2 million for the quarters ended June 30, 1999 and 1998.
  Selling,  general and administrative  ("SG&A") expenses increased 40.7 percent
to $33.5  million in the second  quarter of 1999  compared  to $23.8  million in
1998. SG&A for internal financing programs increased to $23.8 million from $16.5
million  principally due to higher  professional  fees and outsourcing  expenses
related to new business initiatives as well as consulting services in support of
strategic  initiatives  such  as  improvements  to  information  technology  and
customer service. SG&A for Capital Services financing programs increased to $9.6
million  in 1999 from $7.0  million in 1998  largely  due to costs  incurred  in
finalizing the sale of CPLC made in the second quarter of 1999.
  Depreciation  on operating  leases was $1.1  million in the second  quarter of
1999  compared  to $1.6  million  in 1998  reflecting  a lower  operating  lease
investment balance at June 30, 1999 compared to June 30, 1998.
  The  provision  for credit  losses was $7.7 million for the second  quarter of
1999  compared with $8.9 million in 1998.  The provision for internal  financing
programs  decreased  to $7.2  million  from $8.0  million  due to lower  reserve
requirements caused by strong historical portfolio  performance.  This is partly
offset by increased provisions for new business  initiatives.  The provision for
Capital  Services  financing  programs was $0.5 million in the second quarter of
1999 compared to $0.9 million in 1998.
  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) decreased from 2.87 percent
at December  31,  1998 to 2.67  percent at June 30,  1999.  PBCC  charged  $23.7
million and $33.5  million  against the allowance for credit losses in the first
half of 1999 and 1998, respectively.




<PAGE> 10


                         PITNEY BOWES CREDIT CORPORATION

                         MANAGEMENT'S NARRATIVE ANALYSIS
              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION



Results of Operations

Three Months of 1999 Compared to Three Months of 1998 (continued)

  Interest expense was $32.8 million in the second quarter of 1999 compared with
$32.0 million in 1998. The decrease  reflects  lower average  borrowings in 1999
combined  with lower  interest  rates.  The lower  borrowing  levels were due to
decreased  Capital Services asset levels offset by higher internal asset levels.
The  effective  interest  rate on average  borrowings  was 5.64  percent for the
second quarter of 1999 compared to 5.70 percent for the same period in 1998. 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 second quarter of 1999 was 29.6 percent compared
with 27.4 percent for the same period of 1998.  The increase is primarily due to
the diminishing tax benefits of certain leveraged lease transactions.
  The Company's ratio of earnings to fixed charges was 2.85 times for the second
quarter  of 1999  compared  with  2.84  times for the same  period of 1998.  The
increase reflects the disposition of external large-ticket assets, proceeds from
which were used for debt reduction.

Six Months of 1999 Compared to Six Months of 1998

  For the six  months  of 1999  compared  to the same  period  of 1998,  finance
revenue increased 12.5 percent to $277.1 million,  SG&A expenses  increased 27.3
percent to $59.4 million,  depreciation and amortization increased 141.4 percent
to $14.9  million,  the provision for credit  losses  increased  12.5 percent to
$20.0 million,  interest expense  increased 3.7 percent to $64.6 million and the
provision for income taxes  increased 11.8 percent to $34.7 million,  generating
an  increase  in income  from  continuing  operations  of 1.5  percent  to $83.5
million. The results of discontinued operations were net losses of $24.0 million
through  June,  1999  compared to income of $16.6 million for the same period of
1998.  This was mainly due to the  recognition  of an estimated  net loss on the
disposal of AMIC of $34.2 million. Net income decreased by 39.8 percent to $59.6
million.
  Except for the estimated loss on the disposal of discontinued operations,  the
costs  incurred in  finalizing  the CPLC sale and the  decreased  provision  for
credit losses,  all attributable to the second quarter of 1999, the factors that
affected  the  change  in  each  of the  above  income  or  expense  items  were
essentially the same as those affecting the second quarter of 1999 versus 1998.

Financial Condition

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 44 percent  short-term  and 56
percent  long-term  at June 30,  1999 and 45 percent  short-term  and 55 percent
long-term  at December  31,  1998.  PBCC's  swap-adjusted  variable-rate  versus
fixed-rate debt mix was 23 percent  variable-rate  and 77 percent  fixed-rate at
June 30, 1999 and 24 percent variable-rate and 76 percent fixed-rate at December
31, 1998. 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 had unused lines of
credit and revolving credit  facilities  totaling $1.2 billion at June 30, 1999,
largely supporting its commercial paper borrowings.



<PAGE> 11


                         PITNEY BOWES CREDIT CORPORATION

                         MANAGEMENT'S NARRATIVE ANALYSIS
              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Financial Condition

Liquidity and Capital Resources (continued)

  The Company's  utilization of derivative  instruments  is normally  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 paid or received is recognized as
an adjustment to interest expense. The interest differential on the swap will be
offset against  changes in valuation of the assets  resulting from interest rate
movements. 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.
  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 second  quarter of 1999 increased 1.62
percent  from  December  31, 1998.  The  increase is  principally  due to higher
investment levels for new business initiatives,  offset by decreased investments
in Capital Services financing programs.  Overall levels of lease receivables are
in line with management's expectations. The Company continues to actively pursue
a Capital  Services  financing  strategy  based on external  large-ticket  asset
sales,  thereby  allowing it to focus on fee- and  service-based  revenue rather
than asset-based income.
  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 1.67 times at June 30,  1999 and
1.47 times at December 31, 1998.
  The  Company  will  continue  to use cash to invest  in  finance  assets  with
emphasis on internal 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.  Borrowing
requirements will be primarily  dependent upon the level of equipment  purchases
from  Pitney  Bowes  Inc.,  the level of external  financing  activity,  capital
requirements for new business initiatives, and the refinancing of maturing debt.
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 under revolving credit
facilities and credit lines.


Year 2000

General

  In 1997,  the  Company's  parent,  Pitney  Bowes  Inc.,  established  a formal
worldwide  program  to  identify  and  resolve  the impact of the Year 2000 date
processing   issue   on  its   business   systems,   products   and   supporting
infrastructure.  PBCC is included as part of this program. This program includes
a  comprehensive  review of information  technology  ("IT") and non-IT  systems,
software,  and embedded  processors.  The program structure has strong executive
sponsorship and consists of a Year 2000 steering  committee  comprised of senior
business and  technology  management,  a Year 2000 program  office  staffed with
full-time project management,  and subject matter experts and dedicated business
unit project  teams.  The Company has also engaged  independent  consultants  to
perform periodic program reviews and assist in systems  assessment and test plan
development.

<PAGE> 12


                         PITNEY BOWES CREDIT CORPORATION

                         MANAGEMENT'S NARRATIVE ANALYSIS
               OF THE RESULTS OF OPERATION AND FINANCIAL CONDITION


Year 2000

State of Readiness

  The  program  encompasses  the  following  phases:  an  inventory  of affected
technology  and  critical  third party  suppliers,  an  assessment  of Year 2000
readiness, resolution, unit and integrated testing, and contingency planning. As
of June 30, 1999, the company has  substantially  completed  these phases across
all aspects of its  businesses.  Specific  project  status in our more  critical
process areas is summarized below: Computer Systems and Infrastructure:
  These include computer networks, systems and applications supporting worldwide
business   operations,   including   sales  order   processing,   manufacturing,
distribution,  billing,  collections,  leasing,  financial management, and human
resources.  All core systems have been remediated,  tested, and reinstalled into
the  production  environment.  Unit and  integration  testing  was  successfully
completed at June 30, 1999. Suppliers and Critical Vendors:
   PBCC relies on third  parties for many systems,  products and  services.  The
Company  could be  adversely  impacted  if third  parties do not make  necessary
changes to their own systems and products  successfully  and in a timely manner.
The Company has established a formal process to identify, assess and monitor the
Year 2000 readiness of critical third parties. Critical third parties with which
the Company  interacts  include,  among others,  customers and business partners
(supply chains, technology vendors and service providers);  the global financial
market   infrastructure   (payment  and  clearing  systems);   and  the  utility
infrastructure  (power,  transportation  and  telecommunications)  on which  all
corporations  rely. PBCC has contacted its critical vendors and believe they are
also Year 2000 ready.  However,  the Company cannot  predict  whether such third
parties will encounter any difficulties in their being Year 2000 ready.

Year 2000 Costs

  PBCC  estimates  the total cost of the program from  inception in 1997 through
the Year  2000 to be  approximately  $2  million,  of which  approximately  $1.6
million was  incurred  through  June 30,  1999.  These  costs,  which are funded
through the Company's  cash flows,  include both internal labor costs as well as
consulting  and  other  external  costs.  These  costs are  incorporated  in the
Company's  budgets  and are being  expensed  as  incurred.  Year 2000  Risks and
Contingency Plan
  The  failure  to  correct a  material  Year 2000  problem  could  result in an
interruption  in,  or a  failure  of,  certain  normal  business  activities  or
operations.  Such failures could  materially and adversely  affect the Company's
results of  operations,  liquidity and financial  condition.  Due to the general
uncertainty  inherent  in  the  Year  2000  problem,   resulting  in  part  from
uncertainty  about the Year 2000 readiness of third  parties,  PBCC is unable to
determine at this time whether the  consequences of Year 2000 failures will have
a  material  impact  on  its  results  of  operations,  liquidity  or  financial
condition.  However,  a Year 2000 business  resumption  plan has been  developed
which  identifies  and  evaluates  potential  Year 2000  failure  scenarios  and
establishes  both preemptive and reactive  measures.  These measures,  including
plans to address failures of critical  vendors,  internal systems and processes,
are expected to be finalized by September 1999.

Other Matters

   In June 1998,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  ("SFAS 133").  SFAS 133 requires an entity
recognize all  derivative  instruments  as either assets or  liabilities  on its
balance sheet and measure those instruments at fair market value. Changes in the
fair  value of those  instruments  will be  reflected  as gains or  losses.  The
accounting for the gains or losses depends on the intended use of the derivative
instrument and the resulting  designation.  Under SFAS 133, PBCC would have been
required to implement  this statement  beginning  January 1, 2000. In June 1999,
the FASB issued Statement of Financial  Accounting Standards No 137, "Accounting
for Derivative  Instruments  and Hedging  Activities - Deferral of the Effective
Date of SFAS Statement No. 133".  This statement  deferred the effective date of
SFAS 133 thereby extending the Company's implementation date to January 1, 2001.
The Company is currently in the process of evaluating the impact of implementing
this statement.


<PAGE> 13


                         PITNEY BOWES CREDIT CORPORATION

                         MANAGEMENT'S NARRATIVE ANALYSIS
              OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION



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),  contained in this Form 10-Q or made by the  management  of the Company
involve  risks and  uncertainties  which may change  based on various  important
factors.  Some of these  factors  which  could  cause  the  Company's  financial
performance  to  differ  materially  from  the  expectations  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 impact of governmental financing 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;
the  success of the  Company at managing  customer  credit  risk and  associated
collection and asset management efforts;  and the impact of the Year 2000 issue,
including  the  effect of third  parties'  inability  to  address  the Year 2000
problem as well as the Company's own readiness.



<PAGE> 14


                           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.
         In June 1999, the Company's parent, Pitney Bowes Inc. (PBI), was served
with a Civil  Investigation  Demand ("CID") from the U.S.  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 be
reviewing its efforts to protect its intellectual  property rights. Both PBI and
the Company  believe they have complied fully with the antitrust laws and intend
to cooperate fully with the investigation.

ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K

a.       Financial Statements - see index on page 2
          Exhibits (numbered in accordance with Item 601 of Regulation S-K)
<TABLE>
<S>     <C>                <C>                                                   <C>

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

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

            (27)           Financial Data Schedule                                 See Exhibit (ii)
                                                                                   on page 17
</TABLE>

                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  on
                request.


b. No reports on Form 8-K were filed during the quarter ended June 30, 1999.







<PAGE> 15


                                   SIGNATURES

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







                                           PITNEY BOWES CREDIT CORPORATION

                                           By        /s/  NANCY E. COOPER
                                                    ----------------------
                                                        Nancy E. Cooper
                                                  Vice President, Finance and
                                                    Chief Financial Officer
                                                 (Principal Financial Officer)

Dated: August 13, 1999



                                           By      /s/  R. JEFFREY MACARTNEY
                                                    ----------------------
                                                     R. Jeffrey Macartney
                                                          Controller
                                                (Principal Accounting Officer)

Dated: August 13, 1999







<PAGE> 16



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

<TABLE>
<S>                                     <C>              <C>               <C>              <C>

                                        Three Months Ended June 30,         Six Months Ended June 30,
                                        ---------------------------         -------------------------
                                             1999             1998              1999             1998
                                             ----             ----              ----             ----

Income from continuing operations
  before income taxes................   $  60,784        $  58,962         $ 118,241        $ 113,375
                                          -------          -------          --------          --------




Fixed charges:
  Interest on debt...................      32,781           31,968            64,561           62,279
  One third rent expense.............         157              123               308              255
                                          -------          -------          --------          -------

Total fixed charges..................      32,938           32,091            64,869           62,534
                                          -------          -------          --------          -------

Earnings from continuing operations
  before fixed charges...............   $  93,722        $  91,053         $ 183,110        $ 175,909
                                          =======          =======          ========          =======

Ratio of earnings from continuing
  operations to fixed charges (1)....       2.85X            2.84X             2.82X            2.81X
                                          =======           =======         ========          =======

</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.