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, 2000

                                       OR

          |_| 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 |_|

As of July 31, 2000,  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>

<TABLE>
<S>                                                                                                              <C>


                         PITNEY BOWES CREDIT CORPORATION

            Part I -- FINANCIAL INFORMATION

                ITEM 1.-- FINANCIAL STATEMENTS
                    Consolidated Statements of Income:
                      Three and Six Months Ended June 30, 2000 and 1999...................................        3
                    Consolidated Balance Sheets:
                      At June 30, 2000 and December 31, 1999..............................................        4
                    Consolidated Statements of Cash Flow:
                      Six Months Ended June 30, 2000 and 1999.............................................        5
                    Notes to Consolidated Financial Statements............................................        6

                ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS.........................................       10


            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>



                         Part I -- FINANCIAL INFORMATION

                         ITEM 1. -- FINANCIAL STATEMENTS

                         PITNEY BOWES CREDIT CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (unaudited)

                            (in thousands of dollars)
<TABLE>

                                                                        Three Months Ended June 30,       Six Months Ended June 30,
                                                                        ---------------------------       -------------------------
<S>                                                                      <C>             <C>              <C>            <C>
                                                                              2000            1999             2000           1999
                                                                              ----            ----             ----           ----
Revenue:
  Finance income...............................................          $ 150,164       $ 141,955        $ 292,270      $ 277,079
                                                                           -------         -------          -------        -------


Expenses:
  Selling, general and administrative..........................             26,873          33,511           58,045         59,382
  Interest.....................................................             31,716          32,781           60,465         64,561
  Provision for credit losses..................................             15,387           7,714           32,305         20,013
  Depreciation and amortization................................              4,994           7,165            8,598         14,882
                                                                           -------         -------          -------        -------

    Total expenses.............................................             78,970          81,171          159,413        158,838
                                                                           -------         -------          -------        -------

Income from continuing operations before income taxes..........             71,194          60,784          132,857        118,241
Provision for income taxes.....................................             19,822          17,982           36,046         34,692
                                                                           -------         -------          -------        -------


Income from continuing operations..............................             51,372          42,802           96,811         83,549

Discontinued operations:
  (Loss) income from  discontinued  operations  (net of (tax benefits)
  taxes of ($1,963) and $177 for the three and six months ended
  June 30, 1999, respectively)...................................                -          (2,729)               -            971
  Loss on disposal of discontinued operations (net of tax benefits
    of ($17,062) for the three and six months ended June 30, 1999)               -         (24,938)               -        (24,938)
                                                                           -------         -------          -------        -------
-------

Net income.....................................................         $   51,372      $   15,135       $   96,811     $   59,582
                                                                           =======         =======          =======        =======

Ratio of earnings from continuing
  operations to fixed charges..................................              3.24X           2.85X            3.19X          2.82X
                                                                           =======         =======          =======        =======

</TABLE>



                 See Notes to Consolidated Financial Statements


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                   (unaudited)

                            (in thousands of dollars)
<TABLE>

                                                                                   June 30,       December 31,
                                                                                      2000            1999
                                                                                 ---------          ---------
ASSETS

<S>                                                                            <C>               <C>
Cash and cash equivalents............................................          $    168,248      $    132,914

Investments:
  Finance assets.....................................................             2,755,982         2,984,246
  Investment in leveraged leases.....................................               919,573           850,000
  Investment in operating leases, net of accumulated depreciation....                39,989            45,607
  Allowance for credit losses........................................               (76,713)          (80,655)
                                                                                  ---------         ---------

    Net investments..................................................             3,638,831         3,799,198
                                                                                  ---------         ---------

Assets held for sale.................................................               321,359           342,934
Investment in partnership............................................               166,656           167,071
Loans and advances to affiliates.....................................               963,830           362,012
Net assets of discontinued operations................................                     -           491,763
Other assets.........................................................               151,774            87,084
                                                                                  ---------         ---------

       Total assets..................................................          $  5,410,698      $  5,382,976
                                                                                  =========         =========

LIABILITIES

Senior notes payable due within one year.............................          $    786,325      $  1,044,573
Short-term notes payable to affiliates...............................                83,280            37,000
Accounts payable to affiliates.......................................               202,551           227,503
Accounts payable and accrued liabilities.............................               302,746           283,361
Deferred taxes.......................................................               581,903           526,838
Senior notes payable due after one year..............................             1,507,681         1,332,000
Long-term notes payable to affiliates................................               296,000           333,000
Subordinated notes payable...........................................               299,892           299,892
                                                                                  ---------         ---------

     Total liabilities...............................................             4,060,378         4,084,167
                                                                                  ---------         ---------

STOCKHOLDER'S EQUITY

Common stock.........................................................                46,000            46,000
Capital surplus......................................................               341,725            41,725
Retained earnings....................................................               962,595         1,211,084
                                                                                  ---------         ---------

     Total stockholder's equity......................................             1,350,320         1,298,809
                                                                                  ---------         ---------

       Total liabilities and stockholder's equity....................          $  5,410,698      $  5,382,976
                                                                                  =========         =========


</TABLE>





                 See Notes to Consolidated Financial Statements


<PAGE>



                         PITNEY BOWES CREDIT CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOW

                                   (unaudited)

                            (in thousands of dollars)
<TABLE>

                                                                                   Six Months Ended June 30,

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

                                                                                      2000              1999
                                                                                      ----              ----
OPERATING ACTIVITIES

<S>                                                                              <C>              <C>
Income from continuing operations, net of taxes............................      $   96,811       $   83,549
Income from discontinued operations, net of taxes..........................               -              971
Loss on disposal of discontinued operations, net of tax benefit............              -           (24,938)
Adjustments to reconcile net income to cash provided by
 operating activities:
  Provision for credit losses..............................................          32,305           20,013
  Depreciation and amortization............................................           8,598           56,965
Increase in deferred taxes.................................................          55,065           48,669
(Increase) in other assets.................................................         (39,797)            (497)
Decrease in discontinued other assets......................................              -            71,425
(Decrease) in accounts payable to affiliates...............................         (24,952)         (82,066)
Increase in accounts payable and accrued liabilities.......................          19,385           29,591
Other, net.................................................................          (2,171)          (1,791)
                                                                                  ---------        ---------

Net cash provided by operating activities..................................         145,244          201,891
                                                                                  ---------        ---------

INVESTING ACTIVITIES

Proceeds and cash receipts from sale of discontinued operations............         512,780                -
Net proceeds from sale of credit card operations...........................         321,746                -
Investment in net finance assets...........................................      (1,500,729)        (430,288)
Investment in leveraged leases.............................................         (50,341)         (63,353)
Investment in operating leases.............................................               -             (510)
Investment in assets held for sale.........................................        (334,308)        (242,456)
Cash receipts collected under lease contracts, net of finance
  income recognized........................................................       1,662,513          529,687
Investment in mortgage service rights......................................               -           (9,719)
Loans and advances to affiliates, net......................................        (601,818)         239,497
Additions to equipment and leasehold improvements..........................          (1,166)          (5,213)
                                                                                  ---------        ---------

Net cash provided by investing activities..................................           8,677           17,645
                                                                                  ---------        ---------

FINANCING ACTIVITIES

Change in commercial paper borrowings, net.................................         256,000           10,800
Repayment of other short-term debt.........................................        (515,835)         (74,485)
Proceeds from senior notes.................................................         177,268                -
Change in loans from affiliates, net.......................................           9,280         (100,000)
Capital contribution from Pitney Bowes Inc.................................         300,000                -
Dividends paid to Pitney Bowes Inc.........................................        (345,300)         (42,500)
                                                                                  ---------        ---------

Net cash used in financing activities......................................        (118,587)        (206,185)
                                                                                  ---------        ---------
Increase in cash and cash equivalents......................................          35,334           13,351

Cash and cash equivalents at beginning of period...........................         132,914           19,154
                                                                                  ---------        ---------

Cash and cash equivalents at end of period.................................    $    168,248      $    32,505
                                                                                  =========        =========


Interest paid..............................................................    $     86,823      $    82,576
                                                                                  =========        =========

Income taxes (refunded) paid, net..........................................    $    (21,499)     $    49,374
                                                                                  =========        =========



                 See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                         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 adjustments) necessary to present fairly the financial position
of the  Company at June 30,  2000 and  December  31,  1999,  and the  results of
operations  for the three and six months  ended June 30, 2000 and 1999,  and the
cash flows for the six months  ended June 30, 2000 and 1999 have been  included.
Certain amounts from prior periods have been  reclassified to conform to current
period  presentation.  Operating  results for the six months ended June 30, 2000
are not necessarily  indicative of the results that may be expected for the year
ending December 31, 2000.  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, 1999.

Note 2 --  Discontinued Operations

On January 14, 2000, the Company sold its mortgage servicing business,  Atlantic
Mortgage & Investment  Corporation  ("AMIC"),  a wholly owned  subsidiary of the
Company to ABN AMRO North  America.  The  Company  received  approximately  $484
million  in  cash  at  closing.  The  transaction  is  subject  to  post-closing
adjustments.

Revenue of AMIC was $30.0 and $62.5  million for the three and six months  ended
June  30,  1999,   respectively.   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,  respectively.  Interest has been allocated based on AMIC's
net  intercompany  borrowing  levels charged at the Company's  weighted  average
borrowing  rate,  offset by the  interest  savings the Company  realized  due to
borrowings  against AMIC escrow deposits as opposed to regular  commercial paper
borrowings.  On  June  30,  1999,  the  Company  recorded  an  expected  loss of
approximately  $34.2 million (net of taxes of $22.8  million) on the disposal of
AMIC.

In the second quarter of 1999, the Company recorded a gain of approximately $9.3
million (net of taxes of $5.7 million) representing the excess proceeds received
over the book value of the net Colonial  Pacific  Leasing  Corporation  ("CPLC")
assets sold to General  Electric Capital  Corporation or otherwise  disposed of,
net of related transaction costs.
<TABLE>

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


                                                                 2000           1999            2000           1999
                                                                 ----           ----            ----           ----
<S>                                                       <C>             <C>            <C>             <C>
    (Loss) income on AMIC discontinued operations....     $         -     $   (2,729)    $         -     $      971
    (Loss) on disposal of AMIC.......................               -       (34,200)               -        (34,200)
    Gain on sale of CPLC.............................               -         9,262                -          9,262
                                                              -------        -------         -------        -------
           Loss from discontinued operations              $         -     $ (27,667)     $         -     $  (23,967)
                                                              =======        =======         =======        =======

</TABLE>

Operating  results have been segregated and reported as discontinued  operations
in the Consolidated Statements of Income for the three and six months ended June
30, 1999. Net assets of discontinued  operations have been separately classified
in the  Consolidated  Balance Sheets at December 31, 1999.  Cash flow impacts of
discontinued  operations have not been segregated in the Consolidated Statements
of Cash Flow for the six months ended June 30, 1999.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 3 -- Finance Assets

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

                                                                                  June 30,        December 31,
           (in thousands of dollars)                                                2000              1999
                                                                                 ---------         ---------

<S>                                                                              <C>              <C>
            Lease finance receivables......................................      $2,825,963       $2,713,358
            Other finance receivables .....................................         263,168          539,499
                                                                                  ---------        ---------
              Total gross finance receivables..............................       3,089,131        3,252,857

            Unguaranteed residual valuation................................         362,930          415,079
                                                                                  ---------        ---------
              Total gross finance assets ..................................       3,452,061        3,667,936

            Initial direct costs deferred..................................          42,764           43,916
            Unearned income................................................        (738,843)        (727,606)
                                                                                  ---------        ---------
              Total finance assets.........................................      $2,755,982       $2,984,246
                                                                                  =========        =========
</TABLE>


Note 4 -- Notes Payable

The composition of the Company's notes payable is as follows:
<TABLE>
<S>                                                                              <C>              <C>
                                                                                  June 30,        December 31,
         (in thousands of dollars)                                                  2000              1999
                                                                                 ---------         ---------
         Senior Notes Payable:

           Commercial paper at the weighted average
             interest rate of 6.55% (5.55% in 1999)..........................    $  660,000       $  404,000
           Notes payable against bank lines of credit and others at a
             weighted average interest rate of 1.36% in 1999.................             -          457,255
           Other notes payable at a weighted average interest rate
             of 7.51% (7.50% in 1999)........................................         1,325            8,318
           Current installment of long-term debt due within one year at
              an interest rate of 5.95% (5.95% to 6.11% in 1999).............       125,000          175,000
                                                                                  ---------        ---------

            Total senior notes payable due within one year...................       786,325        1,044,573
            Senior notes payable due after one year at interest rates of
              5.65% to 9.25% in both 2000 and 1999...........................     1,507,681        1,332,000
                                                                                  ---------        ---------

            Total senior notes payable.......................................     2,294,006        2,376,573
                                                                                  ---------        ---------

         Notes Payable to Affiliates:

            Due within one year at an interest rate of 5.38% in 2000 and 1999        83,280           37,000
            Due after one year at an interest rate of 5.38% in 2000 and 1999.       296,000          333,000
                                                                                  ---------        ---------

            Total notes payable to affiliates................................       379,280          370,000
                                                                                  ---------        ---------
         Subordinated Notes Payable:

            Non-interest bearing notes due Pitney Bowes Inc. ("PBI").........       299,892          299,892
                                                                                  ---------        ---------

         Total notes payable.................................................    $2,973,178       $3,046,465
                                                                                  =========        =========

</TABLE>


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

Note 4 -- Notes Payable (continued)

   On April 19, 2000,  certain  partnerships  controlled  by  affiliates  of the
   Company issued a total of $134 million of Series A and Series B Secured Fixed
   Rate Senior Notes (the "Notes").  The Notes are due in 2003 and bear interest
   at  7.443  percent.  The  proceeds  from  the  Notes  were  used to  purchase
   subordinated  debt  obligations  from  PBI  ("PBI   Obligations").   The  PBI
   Obligations  have a principal amount of $134 million and are due in 2010. The
   PBI  Obligations  bear an interest  rate of 8.073 percent for the first three
   years and reset in May 2003 and each  third  anniversary  of the first  reset
   date.

   On March 31, 2000, PBCC issued $43.3 million of 7.515 percent senior notes to
   various  holders  maturing on January 10, 2012. The proceeds from these notes
   were used to pay down commercial paper.

   In July 1998,  the Company filed a shelf  registration  statement on Form S-3
   with the Securities and Exchange  Commission ("SEC") to offer, in one or more
   series,  its unsecured debt securities at an aggregate initial offering price
   not to exceed $750 million.  As part of this shelf registration  statement in
   August 1999,  PBCC  established a  medium-term  note program for the issuance
   from  time to  time  of up to $500  million  aggregate  principal  amount  of
   Medium-Term  Notes,  Series D. At June 30, 2000,  $625 million was  available
   under the shelf registration  including $375 million that was available under
   the related medium-term note program.

   Note 5 -- Business Segment Information

   The composition of the Company's  segment revenue and operating  profit is as
follows:
<TABLE>

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

                                                                       2000           1999               2000              1999
                                                                       ----           ----               ----              ----
    (in thousands of dollars)
    Revenue:

<S>                                                              <C>            <C>                <C>               <C>
      Internal Financing Division.............................   $  115,662     $  104,261         $  225,586        $  204,743
      Capital Services Division...............................       34,502         37,694             66,684            72,336
                                                                    -------        -------            -------           -------
           Total revenue for reportable segments..............   $  150,164     $  141,955         $  292,270        $  277,079
                                                                   ========       ========           ========          ========


    (in thousands of dollars)
    Operating Profit:

      Internal Financing Division.............................   $   62,827    $    53,482        $   118,719        $  107,385
      Capital Services Division...............................        8,367          7,302             14,138            10,856
                                                                     ------        -------            -------            ------
           Total operating profit for reportable segments.....   $   71,194    $    60,784        $   132,857        $  118,241
                                                                   ========      =========          =========           =======

   The Company fully allocates corporate charges to its individual divisions.

</TABLE>

<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (unaudited)

   Note 6 -- Accounting Pronouncements

   In June 1998,  Statement of Financial  Accounting  Standards  (SFAS) No. 133,
   "Accounting for Derivative Instruments and Hedging Activities" was issued and
   amended in June 2000 by SFAS No. 138.  SFAS No. 133  requires  that an entity
   recognize all  derivative  instruments as either assets or liabilities in the
   statement of financial  position and measure those instruments at fair 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  and the  resulting  designation.  The  Company is  currently
   evaluating  the  impact  of this  statement.  SFAS No.  133,  as  amended  is
   effective January 1, 2001 for the Company.

   In December  1999,  the SEC issued Staff  Accounting  Bulletin (SAB) No. 101,
   "Revenue  Recognition  in  Financial  Statements,"  summarizing  guidance  in
   applying generally accepted  accounting  principles to revenue recognition in
   financial statements.  Although the Company believes it is in compliance with
   this guidance in all material respects,  the Company is currently  evaluating
   its current revenue recognition  policies to determine the impact, if any, of
   SAB No. 101. SAB No. 101 must be adopted in the fourth quarter of 2000.

   Note 7 -- Other Items

   As part of a strategic  alliance with U.S. Bank, a division of U.S.  Bancorp,
   on June 30, 2000 PBCC sold its PitneyWorksSM  Business  RewardsSM Visa(R) and
   Business  Visa(R)  card  operations,  including  credit card  receivables  of
   approximately  $322 million.  The Company  expects to earn fees in connection
   with the strategic  alliance  with U.S.  Bank.  However,  the Company will no
   longer originate credit card receivables and as a result will not earn direct
   finance income on those balances.  The transaction is subject to post-closing
   adjustments.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

               ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                        Results of Continuing Operations
           Second Quarter of 2000 Compared to Second Quarter of 1999
--------------------------------------------------------------------------------


  Finance  income in the second  quarter of 2000 increased 5.8 percent to $150.2
million  compared  to  $142.0  million  in 1999.  Finance  income  for  internal
financing  programs increased 10.9 percent to $115.7 million from $104.3 million
primarily  due to higher  fee- and  service-based  income.  Finance  income  for
Capital  Services  financing  programs  decreased  to $34.5  million  from $37.7
million primarily due to lower investment levels.

  Selling,  general and administrative  ("SG&A") expenses decreased 19.8 percent
to $26.9  million in the second  quarter of 2000  compared  to $33.5  million in
1999. The decrease was attributable to higher expense reimbursements pursuant to
a revenue and expense sharing arrangement with a subsidiary of Pitney Bowes Inc.
The decrease  was also  affected by the  completion  of the  Company's  regional
consolidation   project  early  in  2000.   Expenses  in  1999  included  higher
professional  fees and outsourcing  expenses  related to consulting  services in
support of that project.

  Depreciation  on operating  leases was $1.0  million in the second  quarter of
2000  compared  to $1.1  million  in 1999  reflecting  a lower  operating  lease
investment balance at June 30, 2000 compared to June 30, 1999.

  The provision  for credit  losses was $15.4 million for the second  quarter of
2000  compared  with $7.7  million in 1999.  The  increase  is mainly due to the
growth  experienced in the Company's Small Business  Solutions  programs and not
due to qualitative reasons.

  The  Company's  allowance  for  credit  losses  as a  percentage  of net lease
receivables  (net  investments  before  allowance  for  credit  losses  plus the
uncollected principal balance of receivables sold) was 1.83 percent at both June
30, 2000 and December 31, 1999.  PBCC charged  $36.3  million and $23.7  million
against  the  allowance  for  credit  losses in the first half of 2000 and 1999,
respectively.  The increase was due to higher write-offs  recorded in connection
with the growth of the Small Business  Solutions programs referred to above. The
write-offs were due to the increased  volume of transactions and not to a change
in portfolio quality.

  Interest expense was $31.7 million in the second quarter of 2000 compared with
$32.8 million in 1999. The decrease  reflects lower average  borrowings in 2000,
partially  offset by higher  interest  rates.  The  effective  interest  rate on
average  borrowings  was 6.51 percent for the second quarter of 2000 compared to
5.64  percent for the same period in 1999.  The Company  does not match fund its
financing investments.

  The  effective  tax  rate for the  second  quarter  of 2000  was 27.8  percent
compared  with  29.6  percent  for the same  period  of 1999.  The  decrease  is
primarily due to the impact of certain partnership leasing transactions.

  The Company's  ratio of earnings from  continuing  operations to fixed charges
was 3.24 times for the second  quarter of 2000  compared with 2.85 times for the
same period of 1999. The increase was mainly due to lower  interest  expense and
the effect of higher earnings.

                        Results of Continuing Operation
               Six Months of 2000 Compared to Six Months of 1999
--------------------------------------------------------------------------------

  For the six  months  of 2000  compared  to the same  period  of 1999,  finance
revenue  increased 5.5 percent to $292.3  million,  SG&A expenses  decreased 2.3
percent to $58.0 million,  depreciation and amortization  decreased 42.2 percent
to $8.6 million, the provision for credit losses increased 61.4 percent to $32.3
million,  interest  expense  decreased  6.3  percent  to $60.5  million  and the
provision for income taxes increased 3.9 percent to $36.0 million, generating an
increase in income from continuing operations of 15.9 percent to $96.8 million.

  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 2000
versus 1999.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Discontinued Operations

  On January  14,  2000,  the  Company  sold its  mortgage  servicing  business,
Atlantic Mortgage & Investment  Corporation  ("AMIC"), a wholly owned subsidiary
of the Company to ABN AMRO North  America.  The Company  received  approximately
$484  million in cash at closing.  The  transaction  is subject to  post-closing
adjustments. See Note 2 to the Consolidated Financial Statements.

Accounting Pronouncements

In June 1998,  Statement  of  Financial  Accounting  Standards  (SFAS) No.  133,
"Accounting for Derivative  Instruments and Hedging Activities",  was issued and
amended  in June 2000 by SFAS No.  138.  SFAS No.  133  requires  that an entity
recognize all  derivative  instruments  as either assets or  liabilities  in the
statement of financial  position and measure  those  instruments  at fair 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  and  the  resulting  designation.   The  Company  is  currently
evaluating the impact of this statement.  SFAS No. 133, as amended, is effective
January 1, 2001 for the company.

In  December  1999,  the SEC issued  Staff  Accounting  Bulletin  (SAB) No. 101,
"Revenue Recognition in Financial Statements,"  summarizing guidance in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements. Although the Company believes it is in compliance with this guidance
in all  material  respects,  the  company is  currently  evaluating  its current
revenue  recognition  policies to determine the impact,  if any, of SAB No. 101.
SAB No. 101 must be adopted in the fourth quarter of 2000.

Liquidity and Capital Resources

  The Company's  principal  sources of funds are from operations and borrowings.
PBCC uses 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 43 percent  short-term and 57 percent long-term
at June 30, 2000, and 45 percent short-term and 55 percent long-term at December
31, 1999. PBCC's  swap-adjusted  variable-rate versus fixed-rate debt mix was 41
percent variable-rate and 59 percent fixed-rate at June 30, 2000, and 39 percent
variable-rate  and 61 percent  fixed-rate at December 31, 1999.  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,  2000,  largely  supporting  its
commercial paper borrowings.

  As part of a strategic alliance with U.S. Bank, a division of U.S. Bancorp, on
June 30,  2000  PBCC  sold its  PitneyWorksSM  Business  RewardsSM  Visa(R)  and
Business  Visa(R)  card   operations,   including  credit  card  receivables  of
approximately $322 million.  The Company expects to earn fees in connection with
the  strategic  alliance  with U.S.  Bank.  However,  the Company will no longer
originate  credit card  receivables and as a result will not earn direct finance
income  on  those   balances.   The   transaction  is  subject  to  post-closing
adjustments.

On April 19, 2000, certain partnerships  controlled by affiliates of PBCC issued
a total of $134 million of Series A and Series B Secured Fixed Rate Senior Notes
(the "Notes"). The Notes are due in 2003 and bear interest at 7.443 percent. The
proceeds from the Notes were used to purchase subordinated debt obligations from
PBI ("PBI  Obligations").  The PBI Obligations  have a principal  amount of $134
million and are due in 2010. The PBI Obligations  bear an interest rate of 8.073
percent  for the  first  three  years  and  reset in May  2003  and  each  third
anniversary of the first reset date. The proceeds from the PBI Obligations  were
used for general  corporate  purposes,  including  the  repayment of  commercial
paper.

  On March 31, 2000,  PBCC issued $43.3 million of 7.515 percent Senior Notes to
various holders maturing on January 10, 2012. The proceeds from these notes were
used to pay down commercial paper.


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources (continued)

  In July 1998,  the Company  filed a shelf  registration  statement on Form S-3
with the Securities  and Exchange  Commission  ("SEC") to offer,  in one or more
series, its unsecured debt securities at an aggregate initial offering price not
to exceed $750 million.  As part of this shelf registration  statement in August
1999, PBCC  established a medium-term note program for the issuance from time to
time of up to $500 million  aggregate  principal  amount of  Medium-Term  Notes,
Series D. Under this program in September  1999, the Company issued $125 million
of 5.95 percent unsecured notes. The proceeds of these unsecured notes were used
for general  corporate  purposes  including the repayment of short-term debt. At
June 30, 2000, $625 million was available under the shelf registration including
$375 million that was available under the related medium-term note program.

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 periodically enters into foreign currency contracts for the
purpose of minimizing  its risk of loss from  fluctuations  in exchange rates in
connection  with certain  intercompany  transactions.  The Company is exposed to
credit loss in the event of non-performance by the counterparties to the foreign
currency  contracts to the extent of the difference between the spot rate at the
date of the contract  delivery and the  contracted  rate;  such exposure is also
considered  minimal.  At June 30, 2000 there were no foreign currency  contracts
outstanding.

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

  Gross finance  assets at the end of the second  quarter of 2000  decreased 5.9
percent or $215.9  million from December 31, 1999.  The decrease is  principally
due to the sale of the credit card receivables of approximately  $322 million in
June 2000,  principally offset by higher asset-based  investments in the mailing
and copier  programs.  Overall  levels of gross finance  assets 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 1.85 times at June 30,  2000 and
1.80 times at December 31, 1999. The slight  increase in the liquidity  ratio is
due to lower short-term debt levels and lower short-term  receivables  resulting
from the sale of the credit card portfolio in June 2000.

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


<PAGE>


                         PITNEY BOWES CREDIT CORPORATION

                ITEM 2.-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Regulatory Matters

     In January 2000, the U.S.  Postal Services  ("U.S.P.S.")  issued a proposed
schedule for the  phaseout of manually  reset  electronic  meters in the U.S. as
follows:

     o As of February 1, 2000,  new  placements  of  manually  reset  electronic
meters are no longer permitted.

     o Current  users of manually  reset  electronic  meters can continue to use
these meters for the term of their current rental and lease  agreements.  Leases
or rentals due to expire in the year 2000 can be extended to December 31, 2001.

     Based on the proposed  schedule,  the Company believes that the phaseout of
manually reset electronic  meters will not cause adverse financial impact of the
Company.

     In May 1995, the U.S.P.S. publicly announced its concept of its Information
Based  Indicia  Program  ("IBIP")  for future  postage  evidencing  devices.  As
initially  stated by the  U.S.P.S.,  the purpose of the program was to develop a
new standard for future digital postage evidencing  devices which  significantly
enhanced postal revenue  security and supported  expanded  U.S.P.S.  value-added
services to mailers.

     During the period from May 1995 through  March 31, 2000,  PBI has submitted
extensive  comments to a series of proposed  IBIP  specifications  issued by the
U.S.P.S.  In  March  2000,  the  U.S.P.S.  issued  the  latest  set of  proposed
specifications, entitled "Performance Criteria for Information Based Indicia and
Security  Architecture  for Open  IBI  Postage  Evidencing  Systems"  (the  "IBI
Performance  Criteria").  PBI has  submitted  comments  to the  IBI  Performance
Criteria.

     In March 2000, PBI received  approval from the U.S.P.S.  for the commercial
launch of the Internet  version of a product  which  satisfies  the proposed IBI
Performance  Criteria  ClickStamp(TM)  Online.  The personal computer version of
this  product is currently in the final phase of beta testing and is expected to
be ready for market upon final approval from the U.S.P.S.

Forward - Looking Statements

     The Company wants 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 the Company  management  involve  risks
and  uncertainties  which may change based on various important  factors.  Words
such  as  "estimate",   "project",  "plan",  "believe",   "expect"  and  similar
expressions may identify such  forward-looking  statements.  Some of the factors
which could cause future  financial  performance to differ  materially  from the
expectations as expressed in any forward-looking  statement made by or on behalf
of the Company include, but are not limited to:

     o changes in postal regulations
     o timely development and acceptance of new products
     o success in gaining  product  approval  in new  markets  where  regulatory
        approval is required
     o successful entry into new markets
     o mailers'   utilization  of  alternative   means  of   communication   or
        competitors' products o our success at managing credit risk
     o changes in interest rates


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. -- LEGAL PROCEEDINGS

     In the course of normal  business,  the  Company and PBI,  its parent,  are
occasionally  party to lawsuits.  These may involve litigation by or against the
Company and/or relating to, among other things:

o        contractual rights under vendor, insurance or other contracts
o        intellectual property or patent rights
o        equipment, service or payment disputes with customers
o        disputes with employees

     The Company is  currently a plaintiff or defendant in a number of lawsuits,
none of which should have, in the opinion of  management  and legal  counsel,  a
material  adverse  effect on the  Company's  financial  position  or  results of
operations.

     In June 1999, PBI was served with a Civil Investigative 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.  PBI believes it has complied fully with the antitrust laws and
is cooperating fully with the department's 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)

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

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, 2000.







<PAGE>


                                   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/  DAVID KLEINMAN

                                                    ----------------------
                                                        David Kleinman
                                                  Vice President, Finance and
                                                  Chief Administrative Officer

                                                 (Principal Financial Officer)

Dated: August 14, 2000



                                           By      /s/  R. JEFFREY MACARTNEY
                                                    ----------------------
                                                     R. Jeffrey Macartney
                                                          Controller

                                                (Principal Accounting Officer)

Dated: August 14, 2000







<PAGE>



                                   Exhibit (i)

  Computation of Ratio of Earnings from Continuing Operations to Fixed Charges
                            (in thousands of dollars)
<TABLE>

                                        Three Months Ended June 30,         Six Months Ended June 30,
                                        --------------------------          -------------------------
                                             2000          1999(2)              2000          1999(2)
                                             ----          -------              ----          -------
<S>                                     <C>              <C>               <C>              <C>
Income from continuing operations
  before income taxes................   $  71,194        $  60,784         $ 132,857        $ 118,241
                                          -------          -------          --------         --------




Fixed charges:
  Interest on debt...................      31,716           32,781            60,465           64,561
  One third rent expense.............         114              157               214              308
                                          -------          -------          --------         --------

Total fixed charges..................      31,830           32,938            60,679           64,869
                                          -------          -------          --------         --------

Earnings from continuing operations
  before fixed charges...............   $ 103,024       $   93,722         $ 193,536        $ 183,110
                                          =======          =======          ========         ========

Ratio of earnings from continuing
  operations to fixed charges (1)....       3.24X            2.85X             3.19X            2.82X
                                          =======          =======          ========          =======



</TABLE>



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

(2)  Amounts reclassified to reflect AMIC as discontinued  operations.  Interest
     expense and the portion of rent  representative  of the interest  factor of
     this  discontinued  operation  have been excluded from fixed charges in the
     computation.  Including  these  amounts  in fixed  charges,  but  excluding
     subsidiary  disposition  gain and  loss,  the  ratio of  earnings  to fixed
     charges  would  have been 2.77  times and 2.93  times for the three and six
     months ended June 30, 1999, respectively.


<PAGE>