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 March 31, 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 April 30, 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 Months Ended March 31, 1999 and 1998..........................................        3
                    Consolidated Balance Sheets:
                      As of March 31, 1999 and December 31, 1998..........................................        4
                    Consolidated Statements of Cash Flows:
                      Three Months Ended March 31, 1999 and 1998..........................................        5
                    Notes to Consolidated Financial Statements............................................        6

                ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS Of
                    THE RESULTS OF OPERATIONS AND FINANCIAL
                    CONDITION.............................................................................        8


            Part II -- OTHER INFORMATION
                ITEM 1.-- LEGAL PROCEEDINGS...............................................................       12
                ITEM 6.-- EXHIBITS AND REPORTS ON FORM 8-K................................................       12
                Signatures................................................................................       13
                Exhibit (i) -- Computation of Ratio of Earnings
                    from Continuing Operations to Fixed Charges...........................................       14
                Exhibit (ii)-- Financial Data Schedule....................................................       15
</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>    

                                                                                           Three Months Ended March 31,
                                                                                            ---------------------------

                                                                                           1999                    1998
                                                                                           ----                    ----
                REVENUE

                  Finance income.......................................               $ 135,124               $ 119,529
                  Mortgage servicing revenue...........................                  32,498                  23,312
                                                                                        -------                 -------

                   Total revenue.......................................                 167,622                 142,841
                                                                                        -------                 -------

                EXPENSES

                  Selling, general and administrative..................                  37,324                  30,008
                  Interest.............................................                  29,890                  29,870
                  Depreciation and amortization........................                  24,812                  12,216
                  Provision for credit losses..........................                  12,299                   8,849
                                                                                        -------                 -------

                   Total expenses......................................                 104,325                  80,943
                                                                                        -------                 -------

                Income from continuing operations before
                  income taxes.........................................                  63,297                  61,898
                Provision for income taxes.............................                  18,850                  17,802
                                                                                        -------                 -------

                Income from continuing operations......................                  44,447                  44,096
                Discontinued operations (net of taxes of $1,705).......                       -                   2,753
                                                                                        -------                 -------

                Net income.............................................               $  44,447               $  46,849
                                                                                        =======                 =======

                Ratio of earnings from continuing
                  operations to fixed charges..........................                   3.10X                   3.06X
                                                                                        =======                 =======

</TABLE>







                 See Notes to Consolidated Financial Statements



<PAGE> 4

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


<TABLE>
<S>                                                                            <C>               <C> 
                                                                                 (Unaudited)
                                                                                  March 31,      December 31,
                                                                                    1999             1998
                                                                                  ---------       -----------
ASSETS

Cash.................................................................          $     19,665      $     19,154
                                                                                  ---------         ---------
Investments:
  Finance assets.....................................................             2,742,343         2,721,805
  Investment in leveraged leases.....................................               774,483           764,145
  Investment in operating leases, net of accumulated depreciation....                30,752            33,261
  Allowance for credit losses........................................              (116,675)         (115,233)
                                                                                  ---------         ---------

    Net investments..................................................             3,430,903         3,403,978
                                                                                  ---------         ---------

Mortgage servicing rights, net of accumulated amortization...........               362,957           364,071
Assets held for sale.................................................               413,217           337,757
Investment in partnership............................................               168,525           165,950
Loans and advances to affiliates.....................................               360,760           611,625
Other assets.........................................................               404,328           391,135
                                                                                  ---------         ---------

     Total assets....................................................          $  5,160,355      $  5,293,670
                                                                                  =========         =========

LIABILITIES

Senior notes payable within one year.................................          $  1,012,443      $    991,853
Short-term notes payable to affiliates...............................                40,100           137,000
Accounts payable to affiliates.......................................               185,071           278,452
Accounts payable and accrued liabilities.............................               176,129           182,236
Deferred taxes.......................................................               506,192           486,906
Senior notes payable after one year..................................             1,382,000         1,382,000
Long-term notes payable to affiliates................................               333,000           333,000
Subordinated notes payable...........................................               285,886           285,886
                                                                                  ---------         ---------

     Total liabilities...............................................             3,920,821         4,077,333
                                                                                  ---------         ---------

STOCKHOLDER'S EQUITY

Common stock.........................................................                46,000            46,000
Capital surplus......................................................                41,725            41,725
Retained earnings....................................................             1,151,809         1,128,612
                                                                                  ---------         ---------

     Total stockholder's equity......................................             1,239,534         1,216,337
                                                                                  ---------         ---------

       Total liabilities and stockholder's equity....................          $  5,160,355      $  5,293,670
                                                                                  =========         =========
</TABLE>



                 See Notes to Consolidated Financial Statements

<PAGE> 5



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

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

                                                                                  Three Months Ended March 31,
                                                                                ----------------------------

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

Net income.................................................................      $   44,447       $   46,849
Adjustments to reconcile net income to cash provided by
 operating activities:
  Provision for credit losses..............................................          12,299           14,778
  Depreciation and amortization............................................          24,812           12,262
  Cash effects of changes in:
     Deferred taxes........................................................          19,286           28,815
     Other receivables.....................................................           7,973            4,666
     Foreclosure claims receivable.........................................          (5,932)           6,949
     Advances and deposits.................................................           5,517          (46,856)
     Loans held for sale...................................................         (20,289)        (124,609)
     Accounts payable to affiliates........................................         (93,381)         (35,670)
     Accounts payable and accrued liabilities..............................          (1,865)           5,109
  Other, net...............................................................          (3,552)          (4,372)
                                                                                  ---------        ---------

Net cash used in operating activities......................................         (10,685)         (92,079)
                                                                                  ---------        ---------

INVESTING ACTIVITIES
  Investment in net finance assets.........................................        (211,957)        (367,773)
  Investment in leveraged leases...........................................          (3,445)         (21,792)
  Investment in assets held for sale.......................................        (128,497)        (118,444)
  Cash receipts collected under lease contracts, net of finance
     income recognized.....................................................         223,113          407,942
  Investment in mortgage service rights....................................          (7,380)        ( 86,611)
  Loans and advances to affiliates, net....................................         239,007          252,000
  Additions to equipment and leasehold improvements........................          (2,085)          (2,414)
                                                                                  ---------        ---------

Net cash provided by investing activities..................................         108,756           62,908
                                                                                  ---------        ---------

FINANCING ACTIVITIES
  Change in short-term debt, net...........................................          20,590         (257,060)
  Proceeds from senior notes...............................................               -          250,000
  Short-term loans from affiliates.........................................         (96,900)          61,979
  Dividends paid to Pitney Bowes Inc.......................................         (21,250)         (21,500)
                                                                                  ---------        ---------

Net cash (used in) provided by financing activities........................         (97,560)          33,419
                                                                                  ---------        ---------

Increase in cash...........................................................             511            4,248
Cash at beginning of period................................................          19,154           36,320
                                                                                  ---------        ---------

Cash at end of period......................................................      $   19,665       $   40,568
                                                                                  =========        =========


Interest paid..............................................................      $   35,367       $   33,505
                                                                                  =========        =========

Income taxes refunded, net.................................................      $  (34,193)      $   (2,006)
                                                                                  =========        =========
</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 March 31, 1999 and the results of operations  and cash flows for the
three months ended March 31, 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  months ended March 31, 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 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 ("GECC"). The Company
received  approximately  $790 million at closing,  which  approximates  the book
value  of net  assets  sold or  otherwise  disposed  of  together  with  related
transaction  costs.  The  transaction  is  subject to  post-closing  adjustments
pursuant to the terms of the purchase  agreement  with GECC  executed on October
12,  1998.  The  Company  does not expect the  effect of any  adjustments  to be
significant.
  Operating  results of 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. Cash flow impacts
of  discontinued  operations  have  not  been  segregated  in  the  accompanying
statements  of cash flows for the three  months  ended  March 31, 1999 and 1998.
Finance  income of CPLC was $34.5  million for the three  months ended March 31,
1998.  Interest expense  allocated to discontinued  operations was $10.5 million
for the three months ended March 31, 1998.  Interest  expense has been allocated
based on the level of CPLC's  intercompany  borrowing,  charged at the Company's
weighted average borrowing rate.

Note 3 -- Finance Assets

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

                                                                                  March 31,     December 31,
           (in thousands of dollars)                                                1999            1998
                                                                                  ---------     ------------

            Gross finance receivables......................................     $ 3,059,132      $ 3,050,572
            Unguaranteed residual valuation................................         379,060          412,569
            Initial direct costs deferred..................................          45,854           46,224
            Unearned income................................................        (741,703)        (787,560)
                                                                                  ---------        ---------

              Total finance assets.........................................     $ 2,742,343      $ 2,721,805
                                                                                  =========        =========
</TABLE>


Note 4 -- Mortgage Servicing Rights ("MSRs")

The cost of rights to service mortgage loans, whether those servicing rights are
originated or purchased,  are capitalized and recorded as separate assets by the
Company.  These  costs are  amortized  in  proportion  to and over the period of
estimated net servicing income. The Company assesses impairment of MSRs based on
the fair value of those  rights.  The Company  estimates  the fair value of MSRs
based on estimated  future net servicing  income,  using a valuation model which
considers  such factors as market  discount  rates,  consensus  loan  prepayment
predictions,  servicing  costs and  other  economic  factors.  For  purposes  of
impairment  valuation,  the Company  stratifies  MSRs based on predominant  risk
characteristics of the underlying loans, including loan type,  amortization type
(fixed or  adjustable)  and note rate. To the extent that the carrying  value of
MSRs  exceeds  fair  value  by  individual   stratum,  a  valuation  reserve  is
established,  which is adjusted  as the value of MSRs  increases  or  decreases.
Based on an  evaluation  performed  as of March  31,  1999,  no  impairment  was
recognized in the Company's MSR portfolio for the first quarter of 1999.


<PAGE> 7


                         PITNEY BOWES CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
Note 5 -- Notes Payable

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

                                                                                  March 31,     December 31,
         (in thousands of dollars)                                                  1999            1998
                                                                                 ----------     ------------
         Senior Notes Payable:
           Commercial paper at the weighted average
             interest rate of 4.82% (4.90% in 1998)..........................   $   276,750      $   173,700
           Notes payable against bank lines of credit and others at a
             weighted average interest rate of 1.16% in 1999 and 1998........       535,693          618,153
           Current installment of long-term debt due within one year at an
              interest rate of 6.54% in 1999 and 1998........................       200,000          200,000
                                                                                  ---------        ---------

            Total senior notes payable due within one year...................     1,012,443          991,853

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

            Total senior notes payable.......................................     2,394,443        2,373,853
                                                                                  ---------        ---------

         Notes Payable to Affiliates:
            Due within one year at an interest rate of 5.38% in 1999 and 1998        40,100          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................................       373,100          470,000
                                                                                  ---------        ---------
         Subordinated Notes Payable:
            Non-interest bearing notes due Pitney Bowes Inc..................       285,886          285,886
                                                                                  ---------        ---------

         Total notes payable.................................................   $ 3,053,429      $ 3,129,739
                                                                                  =========        =========


Note 6 -- Business Segment Information

Segment revenue and operating profit are as follows:

<S>                                                                              <C>               <C>
    (in thousands of dollars)                                                                Revenue
                                                                                     -----------------------
    Quarter Ended March 31                                                             1999             1998
                                                                                       ----             ----
      Internal financing.....................................................    $  100,482        $  86,379
      Capital services.......................................................        34,642           33,150
      Mortgage servicing.....................................................        32,498           23,312
                                                                                    -------          -------
           Total revenue for reportable segments.............................    $  167,622        $ 142,841
                                                                                    =======          =======

    (in thousands of dollars)                                                           Operating Profit
                                                                                     -----------------------
    Quarter Ended March 31                                                             1999             1998
                                                                                       ----             ----
      Internal financing.....................................................    $   55,052        $  47,720
      Capital services.......................................................         4,594            8,748
      Mortgage servicing.....................................................         5,840            7,485
                                                                                    -------          -------
    Total operating profit for reportable segments...........................        65,486           63,953
      Unallocated amounts:
        Corporate interest expense, net......................................        (1,835)          (1,943)
        Corporate expenses...................................................          (354)            (112)
                                                                                    -------          -------
      Income from continuing operations before income taxes..................    $   63,297        $  61,898
                                                                                    =======          =======
</TABLE>


<PAGE> 8


                         PITNEY BOWES CREDIT CORPORATION

     ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONs
                             AND FINANCIAL CONDITION

Results of Operations

First Quarter of 1999 Compared to First Quarter of 1998

       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  ("GECC").  As a
result,  CPLC  has  been  accounted  for  as  discontinued   operations  in  the
accompanying Consolidated Statements of Income. Accordingly, the discussion that
follows concerns only the results of continuing operations. The Company received
approximately $790 million at closing,  which approximates the book value of net
assets sold or otherwise  disposed of together with related  transaction  costs.
The transaction is subject to post-closing  adjustments pursuant to the terms of
the purchase  agreement with GECC executed on October 12, 1998. The Company does
not expect the effect of any adjustments to be significant.
     Finance  income in the first  quarter  of 1999  increased  13.0  percent to
$135.1 million  compared to $119.5 million in 1998.  Finance income for internal
financing  programs  increased 16.3 percent to $100.5 million from $86.4 million
primarily due to higher income from fee- and  service-based  programs and higher
investment levels for the mail and copier financing programs. Finance income for
capital services  financing programs increased 4.5 percent to $34.6 million from
$33.2 million primarily due to higher revenue from income and fee-based programs
offset  by lower  capital  services  investment  levels in  accordance  with the
Company's  strategy to shift the  foundation of the capital  services  financing
business from asset-based to fee- and service- based revenues.
     Revenue generated from mortgage  servicing  increased 39.4 percent to $32.5
million in the first  quarter of 1999  compared  with $23.3 million in the first
quarter  of  1998,  due  to a  larger  mortgage  servicing  portfolio.  Mortgage
servicing  revenue also  includes a gain on the sale of certain  investments  of
$4.6 million in the first  quarter of 1999 compared to $1.7 million in the first
quarter of 1998.
     Selling,  general  and  administrative  ("SG&A")  expenses  increased  24.4
percent to $37.3  million in the first quarter of 1999 compared to $30.0 million
in 1998. SG&A for internal  financing  programs  increased to $19.0 million from
$16.5  million  in  1998  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 $6.7 million in 1999 from $6.2 million in 1998 mainly due to higher
personnel  related  expenses.   SG&A  expenses  related  to  mortgage  servicing
increased  58.8  percent  to $11.6  million  in 1999 from $7.3  million  in 1998
primarily due to the administration of a larger mortgage servicing portfolio.
     Depreciation  on operating  leases was $1.3 million in the first quarter of
1999  compared  to $1.9  million  in 1998  reflecting  a lower  operating  lease
investment balance at March 31, 1999 compared to March 31, 1998. Amortization of
mortgage  servicing  rights  was  $17.1  million  in the first  quarter  of 1999
compared to $9.3 million in 1998 due to a larger mortgage servicing portfolio.
     The  provision for credit losses was $12.3 million for the first quarter of
1999  compared with $8.8 million in 1998.  The provision for internal  financing
programs increased to $10.5 million from $8.0 million primarily due to increased
provisions  for new business  initiatives.  The provision  for capital  services
financing  programs  increased to $1.8 million in the first quarter of 1999 from
$0.8  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) was 2.87  percent at both
March 31, 1999 and  December  31, 1998.  PBCC  charged  $10.9  million and $16.5
million  against the allowance for credit losses  through the first  quarters of
1999 and 1998, respectively.  The decrease was mainly due to the sale of CPLC in
the fourth quarter of 1998.
     Interest  expense was $29.9  million in the first  quarter of both 1999 and
1998. This was mainly due to higher borrowing  levels offset by lower  effective
interest  rates.  The  effective  interest rate on average  borrowings  was 5.55
percent  for the first  quarter of 1999  compared  to 5.98  percent for the same
period of 1998.  The Company does not match fund its financing  investments  and
does not apply different interest rates to its various financing portfolios.


<PAGE> 9


                         PITNEY BOWES CREDIT CORPORATION

     ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONs
                       AND FINANCIAL CONDITION (CONTINUED)



     The effective  tax rate for the first quarter of 1999 was 29.8 percent
compared  with  28.8  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 from continuing operations to fixed charges
was 3.10 times for the first  quarter of 1999  compared  with 3.06 times for the
same period of 1998. The increase  reflects higher pretax income from operations
while fixed charges remained substantially the same.

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 March 31, 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 33 percent  variable-rate  and 67
percent fixed-rate at March 31, 1999 and 35 percent variable-rate and 65 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
March 31, 1999, largely supporting its commercial paper borrowings.
     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 first quarter of 1999 decreased 0.7
percent from December 31, 1998. The decrease is principally  due to the shift in
emphasis  from  asset-based  investments  in the  capital  services  segment  to
fee-based  transactions.  Overall levels of lease  receivables  are in line with
management's expectations.
     The Company  continues  to actively  pursue a strategy of capital  services
asset sales,  thereby  allowing  the Company 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 1.63 times at March 31, 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 leasing  transactions and controlled  investment in capital
services  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 debt will continue to be strong,  additional  liquidity
is available under revolving credit facilities and credit lines.


<PAGE> 10


                         PITNEY BOWES CREDIT CORPORATION

     ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONs
                       AND FINANCIAL CONDITION (CONTINUED)



Year 2000

  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.

  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. The
Company has  completed its  worldwide  inventory and  assessment of all business
systems  and  supporting  infrastructure.  Required  modifications  are still in
progress but were substantially completed by March 31, 1999. Tests are performed
as software is remediated, upgraded, or replaced. Integrated testing is expected
to be complete by mid-1999.

  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. However,  the Company is unable to predict whether such third
parties will be able to address their Year 2000 problems on a timely basis.

  PBCC  estimates  the total cost of the program from  inception in 1997 through
the Year  2000 to be  approximately  $2  million,  of which  approximately  $1.4
million was  incurred  through  March 31, 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 current forecasts and are being expensed as incurred.

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, the Company continues to evaluate its Year 2000 risks and is
developing  contingency  plans to mitigate the impact of any potential Year 2000
disruptions. PBCC expects to complete contingency plans by the second quarter of
1999.

Other Matters

  In June 1998, the Financial  Accounting  Standards  Board 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.  PBCC  will be  required  to  implement  this  statement
beginning January 1, 2000. The Company is currently in the process of evaluating
the impact of implementing this statement.



<PAGE> 11


                         PITNEY BOWES CREDIT CORPORATION

     ITEM 2. -- MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONs
                       AND FINANCIAL CONDITION (CONTINUED)


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> 12


                           PART II - OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

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

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

a.       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 14
            (27)           Financial Data Schedule                                 See Exhibit (ii)
                                                                                   on page 15
</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 March 31, 1999.







<PAGE> 13


                                   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: May 14, 1999



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

Dated: May 14, 1999





<PAGE> 14



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

                            (in thousands of dollars)



<TABLE>
<S>                                                                            <C>             <C>
                                                                                  Three Months Ended
                                                                                        March 31,
                                                                               -------------------------
                                                                                    1999            1998
                                                                                    ----            ----

       Income from continuing operations before income taxes.............      $  63,297       $  61,898
                                                                                 -------         -------


       Fixed charges:
         Interest on debt.................................................        29,890          29,870
         One-third of rent expense........................................           303             224
                                                                                 -------         -------

       Total fixed charges................................................        30,193          30,094
                                                                                 -------         -------

       Earnings from continuing operations before fixed charges...........     $  93,490       $  91,992
                                                                                 =======         =======

       Ratio of earnings from continuing operations to fixed charges (1)..         3.10X           3.06X
                                                                                 =======         =======

</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.