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 September 30, 1999

                                       OR

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


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


                         Commission file number 0-13497

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


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


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

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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes x No o

As of October 29, 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>


            Part I -- FINANCIAL INFORMATION

<S>                                                                                                              <C>
                ITEM 1. -- FINANCIAL STATEMENTS
                    Consolidated Statements of Income:
                      Three and Nine Months Ended September 30, 1999 and 1998.............................        3
                    Consolidated Balance Sheets:
                      At September 30, 1999 and December 31, 1998.........................................        4
                    Consolidated Statements of Cash Flow:
                      Nine Months Ended September 30, 1999 and 1998.......................................        5
                    Notes to Consolidated Financial Statements............................................        6

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


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



</TABLE>

<PAGE> 3



                         Part I -- FINANCIAL INFORMATION

                         ITEM 1. -- FINANCIAL STATEMENTs


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

<TABLE>

                                                                  Three Months Ended September 30,   Nine Months Ended September 30,
                                                                  --------------------------------   -------------------------------

<S>                                                                      <C>             <C>                 <C>           <C>
                                                                              1999            1998                1999          1998
                                                                              ----            ----                ----          ----
Revenue:
  Finance income...............................................          $ 140,119       $ 125,773           $ 417,197     $ 372,029
                                                                           -------         -------             -------       -------

Expenses:
  Selling, general and administrative..........................             29,833          22,105              89,214        68,760
  Interest.....................................................             26,606          31,099              91,167        93,378
  Provision for credit losses..................................              8,030           8,307              28,043        26,089
  Depreciation and amortization................................              7,427           3,795              22,309         9,961
                                                                           -------         -------             -------       -------

      Total expenses...........................................             71,896          65,306             230,733       198,188
                                                                           -------         -------             -------       -------
Income from continuing operations before income taxes..........             68,223          60,467             186,464       173,841
Provision for income taxes.....................................             14,783          17,108              49,475        48,142
                                                                           -------         -------             -------       -------
Income from continuing operations..............................             53,440          43,359             136,989       125,699

Discontinued operations:
  Income from  discontinued  operations  (net of taxes of  $6,384
     for the three months ended September 30, 1998 and $177 and
     $16,760 for the nine months ended September 30, 1999 and 1998)              -          10,201                 971        26,801
  Loss on disposal of discontinued operations (net of taxes of
     $(17,062) for the nine months ended September 30, 1999)...                  -               -             (24,938)            -
                                                                           -------         -------             -------       -------
Net income.....................................................          $  53,440       $  53,560           $ 113,022     $ 152,500
                                                                           =======         =======             =======       =======

Ratio of earnings from continuing
  operations to fixed charges..................................              3.55X           2.94X               3.04X         2.85X
                                                                           =======         =======             =======       =======

</TABLE>


                 See Notes to Consolidated Financial Statements



<PAGE> 4



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


<TABLE>
                                                                             September 30,       December 31,
                                                                                      1999               1998
                                                                             -------------       ------------
ASSETS

<S>                                                                            <C>               <C>
Cash.................................................................          $     25,442      $     19,154

Investments:
  Finance assets.....................................................             2,877,014         2,721,805
  Investment in leveraged leases.....................................               865,760           764,145
  Investment in operating leases, net of accumulated depreciation....                29,672            33,261
  Allowance for credit losses........................................               (86,599)         (115,233)
                                                                                  ---------         ---------

    Net investments..................................................             3,685,847         3,403,978
                                                                                  ---------         ---------

Mortgage servicing rights, net of accumulated amortization...........                     -           364,071
Assets held for sale.................................................               269,751           337,757
Investment in partnership............................................               167,496           165,950
Loans and advances to affiliates.....................................               359,454           611,625
Net assets of discontinued operations................................               458,206                 -
Other assets.........................................................               145,975           391,135
                                                                                  ---------         ---------

       Total assets..................................................          $  5,112,171      $  5,293,670
                                                                                  =========         =========

LIABILITIES

Senior notes payable within one year.................................          $    931,129      $    991,853
Short-term notes payable to affiliates...............................                40,550           137,000
Accounts payable to affiliates.......................................               200,122           278,452
Accounts payable and accrued liabilities.............................               217,165           182,236
Deferred taxes.......................................................               506,710           486,906
Senior notes payable after one year..................................             1,332,000         1,382,000
Long-term notes payable to affiliates................................               333,000           333,000
Subordinated notes payable...........................................               285,886           285,886
                                                                                  ---------         ---------

     Total liabilities...............................................             3,846,562         4,077,333
                                                                                  ---------         ---------

STOCKHOLDER'S EQUITY

Common stock.........................................................                46,000            46,000
Capital surplus......................................................                41,725            41,725
Retained earnings....................................................             1,177,884         1,128,612
                                                                                  ---------         ---------

     Total stockholder's equity......................................             1,265,609         1,216,337
                                                                                  ---------         ---------

       Total liabilities and stockholder's equity....................          $  5,112,171      $  5,293,670
                                                                                  =========         =========


</TABLE>





                 See Notes to Consolidated Financial Statements

<PAGE> 5



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


<TABLE>
                                                                             Nine Months Ended September 30,
                                                                             -------------------------------

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

<S>                                                                             <C>              <C>
Net income.................................................................     $   113,022      $   152,500
Loss on disposal of discontinued operations................................          24,938                -
Adjustments to reconcile net income to cash provided by operating activities:
  Provision for credit losses..............................................          28,043           53,085
  Depreciation and amortization............................................          64,392           53,567
  Cash effects of changes in:
     Deferred taxes........................................................          82,407           40,993
     Other current assets..................................................          69,536          (85,707)
     Other assets and deferred charges.....................................          (3,090)            (230)
     Accounts payable to affiliates........................................         (78,330)         (41,772)
     Accounts payable and accrued liabilities..............................          53,623           20,446
  Other, net...............................................................          (4,398)            (686)
                                                                                  ---------        ---------

Net cash provided by operating activities..................................         350,143          192,196
                                                                                  ---------        ---------

INVESTING ACTIVITIES
  Investment in net finance assets.........................................        (790,892)      (1,060,483)
  Investment in leveraged leases...........................................         (63,543)         (80,412)
  Investment in operating leases...........................................            (552)         (21,560)
  Investment in assets held for sale.......................................        (125,952)        (367,932)
  Cash receipts collected under lease contracts, net of finance
     income recognized.....................................................         689,083        1,328,592
  Investment in mortgage service rights....................................         (21,800)        (180,080)
  Loans and advances to affiliates, net....................................         244,953          (29,564)
  Additions to equipment and leasehold improvements........................          (4,228)          (7,652)
                                                                                  ---------        ---------

Net cash used in investing activities......................................         (72,931)        (419,091)
                                                                                  ---------        ---------

FINANCING ACTIVITIES
  Change in short-term debt, net...........................................         (32,174)        (107,726)
  Proceeds from senior notes...............................................         125,000          532,000
  Settlement of long-term debt.............................................        (200,000)        (225,000)
  Short-term notes payable to affiliates...................................        (100,000)          96,500
  Proceeds from issuance of subordinated debt..............................              -            15,399
  Dividends paid to Pitney Bowes Inc.......................................         (63,750)         (64,500)
                                                                                  ---------        ---------

Net cash (used in) provided by financing activities........................        (270,924)         246,673
                                                                                  ---------        ---------

Increase in cash...........................................................           6,288           19,778
Cash at beginning of period................................................          19,154           36,320
                                                                                  ---------        ---------

Cash at end of period......................................................     $    25,442      $    56,098
                                                                                  =========        =========


Interest paid..............................................................     $   124,692      $   125,003
                                                                                  =========        =========

Income taxes refunded, net.................................................     $   (47,486)     $   (23,680)
                                                                                  =========        =========
</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  September  30,  1999 and  December  31,  1998,  the results of its
operations  for the three and nine months ended  September 30, 1999 and 1998 and
its cash flow for the nine months  ended  September  30, 1999 and 1998 have been
included.  Certain amounts from prior periods have been  reclassified to conform
to current period presentation.  Operating results for the three and nine months
ended September 30, 1999 are not necessarily  indicative of the results that may
be expected for the year ending December 31, 1999.  These  statements  should be
read in conjunction with the financial  statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.


Note 2 --  Discontinued Operations

  On June 30, 1999, the Company  committed itself to a formal plan to dispose of
Atlantic Mortgage & Investment  Corporation  ("AMIC"), a wholly owned subsidiary
of the Company  specializing in the servicing of residential first mortgages for
a fee. Accordingly, the Company recorded an expected loss of approximately $34.2
million (net of taxes of $22.8 million) on the disposal of AMIC.
  On October 30, 1998, the Company's wholly-owned  subsidiary,  Colonial Pacific
Leasing  Corporation  ("CPLC"),   transferred  the  operations,   employees  and
substantially  all assets  related  to its  broker-oriented  small-ticket  lease
financing business to General Electric Capital Corporation. The Company received
approximately $790 million at closing.  The excess of the proceeds over the book
value of net  assets  sold or  otherwise  disposed  of,  together  with  related
transaction  costs,  resulted in a gain of  approximately  $9.3  million (net of
taxes of $5.7 million) in the second quarter of 1999.
  Operating  results of both AMIC and CPLC have been  segregated and reported as
discontinued  operations in the  consolidated  statements of income.  Prior year
results have been reclassified to conform to the current year presentation.  Net
assets  of  discontinued  operations  have  been  separately  classified  in the
consolidated  balance  sheet  at  September  30,  1999.  Cash  flow  impacts  of
discontinued  operations have not been segregated in the accompanying statements
of cash flow. Details of income from discontinued operations, net are as follows
(in thousands of dollars):
<TABLE>

                                                       Three Months Ended September 30,  Nine Months Ended September 30,
                                                       --------------------------------  -------------------------------

<S>                                                         <C>            <C>             <C>            <C>
                                                                 1999           1998            1999           1998
                                                                 ----           ----            ----           ----
AMIC (net of taxes of $4,919 for the three months ended
     September 30, 1998; and $177 and $11,958 for the
     nine months ended  September 30, 1999 and 1998)        $       -      $   7,834       $     971      $  19,048
CPLC (net of taxes of $1,465 and $4,802 for the three
     and nine months ended September 30, 1998)......                -          2,367               -          7,753
                                                              -------        -------         -------        -------
       Income from discontinued operations, net.....        $       -      $  10,201       $     971      $  26,801
                                                              =======        =======         =======        =======
</TABLE>

     Mortgage  servicing  and sales  revenue of AMIC was $26.3 and $88.8 million
for the three and nine months  ended  September  30,  1999,  and $43.6 and $96.2
million for the three and nine months ended  September  30,  1998.  Net interest
expense  allocated to AMIC's  discontinued  operations was $0.8 and $4.5 million
for the  three and nine  months  ended  September  30,  1999,  and $0.5 and $3.4
million for the three and nine months ended  September  30,  1998.  Interest has
been allocated based on the level of intercompany borrowings by AMIC, charged at
the Company's weighted average borrowing rate,  partially offset by the interest
savings the Company realized due to borrowing  against AMIC's escrow deposits as
opposed to the Company's composite cost of funds rate.
     Finance  income of CPLC was $32.0 and $117.0 million for the three and nine
months  ended  September  30,  1998.   Interest  expense   allocated  to  CPLC's
discontinued operations was $9.6 and $30.6 million for the three and nine months
ended September 30, 1998. Interest expense has been allocated based on the level
of net  intercompany  borrowings  of CPLC,  charged  at the  Company's  weighted
average borrowing rate.




<PAGE> 7



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

Note 3 -- Finance Assets

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

                                                                                     September 30,          December 31,
                                                                                              1999                  1998
                                                                                              ----                  ----

<S>                                                                                   <C>                    <C>
            Gross finance receivables......................................           $  3,143,344           $ 3,050,572
            Unguaranteed residual valuation................................                413,143               412,569
            Initial direct costs deferred..................................                 44,298                46,224
            Unearned income................................................               (723,771)             (787,560)
                                                                                         ---------             ---------
            Total finance assets...........................................           $  2,877,014           $ 2,721,805
                                                                                         =========             =========
</TABLE>



Note 4 -- Notes Payable

The  composition  of the Company's  notes payable is as follows (in thousands of
dollars):

<TABLE>
<S>                                                                                   <C>                   <C>
                                                                                      September 30,         December 31,
                                                                                               1999                 1998
                                                                                               ----                 ----
         Senior Notes Payable:
           Commercial paper at the weighted average
             interest rate of 5.25% (4.90% in 1998)..........................          $   194,525           $   173,700
           Notes payable against bank lines of credit and others at weighted
             average interest rates of 1.03% (1.16% in 1998).................              561,604               618,153
           Current installment of long-term debt due within one year at
              interest rates of 5.95% to 6.11% (6.54% in 1998)...............              175,000               200,000
                                                                                         ---------             ---------

            Total senior notes payable due within one year...................              931,129               991,853

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

            Total senior notes payable.......................................            2,263,129             2,373,853

         Notes Payable to Affiliates:
            Due within one year at an interest rate of 5.38% in 1999 and 1998               40,550               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................................              373,550               470,000
                                                                                         ---------             ---------

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

         Total notes payable.................................................          $ 2,922,565           $ 3,129,739
                                                                                         =========             =========
</TABLE>


<PAGE> 8


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



Note 5 -- Business Segment Information

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

                                                                 Three Months Ended September 30,    Nine Months Ended September 30,
                                                                 --------------------------------    -------------------------------

                                                                             1999            1998                1999          1998
                                                                             ----            ----                ----          ----
    Revenue:
<S>                                                                    <C>            <C>                  <C>           <C>
      Internal financing......................................         $  103,318     $    90,156          $  308,060    $  263,696
      Capital services........................................             36,801          35,617             109,137       108,333
                                                                          -------         -------             -------       -------
           Total revenue for reportable segments..............         $  140,119     $   125,773          $  417,197    $  372,029
                                                                          =======         =======             =======       =======


    Operating Profit:
      Internal financing......................................         $   59,728     $    51,132          $  171,540    $  147,272
      Capital services........................................              7,523          12,026              16,600        34,154
                                                                          -------         -------             -------       -------
    Total operating profit for reportable segments............             67,251          63,158             188,140       181,426
      Unallocated amounts:
        Corporate interest income (expense), net..............              1,009          (2,418)             (1,421)       (6,765)
        Corporate expenses....................................                (37)           (273)               (255)         (820)
                                                                          -------         -------             -------       -------
      Income from continuing operations before income taxes...         $   68,223     $    60,467          $  186,464    $  173,841
                                                                          =======         =======             =======       =======

</TABLE>

<PAGE> 9



                         PITNEY BOWES CREDIT CORPORATION

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



Results of Continuing Operations

Third Quarter of 1999 Compared to Third Quarter of 1998

  On June 30, 1999, the Company  committed itself to a formal plan to dispose of
Atlantic Mortgage & Investment  Corporation  ("AMIC"), a wholly owned subsidiary
of the Company  specializing in the servicing of residential first mortgages for
a fee. Accordingly, the Company recorded an expected loss of approximately $34.2
million  (net of taxes of $22.8  million)  on the  disposal  of AMIC.  Operating
results of AMIC have been segregated and reported as discontinued  operations in
the consolidated statements of income. Prior year results have been reclassified
to conform to the  current  year  presentation.  See Note 2 to the  CONSOLIDATED
FINANCIAL STATEMENTS.
  On October 30, 1998, the Company's wholly-owned  subsidiary,  Colonial Pacific
Leasing  Corporation  ("CPLC"),   transferred  the  operations,   employees  and
substantially  all assets  related  to its  broker-oriented  small-ticket  lease
financing business to General Electric Capital Corporation. The Company received
approximately $790 million at closing.  The excess of the proceeds over the book
value of net  assets  sold or  otherwise  disposed  of,  together  with  related
transaction  costs,  resulted in a gain of  approximately  $9.3  million (net of
taxes of $5.7 million) in the second quarter of 1999.  Operating results of CPLC
have been segregated and reported as discontinued operations in the consolidated
statements of income. See Note 2 to the CONSOLIDATED FINANCIAL STATEMENTS.
  Finance  income in the third quarter of 1999  increased 11.4 percent to $140.1
million  compared  to  $125.8  million  in 1998.  Finance  income  for  internal
financing  programs  increased 14.6 percent to $103.3 million from $90.2 million
primarily due to higher income from fee- and  service-based  programs as well as
higher  investment  levels for the mail and copier financing  programs.  Finance
income for Capital Services  financing  programs increased to $36.8 million from
$35.6 million primarily due to the Company's strategy to shift the foundation of
the Capital  Services  financing  business from asset-based to fee- and service-
based  revenues,  somewhat offset by the lower  investment  levels in accordance
this strategy.
  Selling,  general and administrative  ("SG&A") expenses increased 35.0 percent
to $29.8 million in the third quarter of 1999 compared to $22.1 million in 1998.
SG&A for  internal  financing  programs  increased  to $21.6  million from $17.2
million  principally due to higher  professional  fees and outsourcing  expenses
related to new business initiatives as well as consulting services in support of
strategic  initiatives  such  as  improvements  to  information  technology  and
customer service. SG&A for Capital Services financing programs increased to $8.2
million in 1999 from $4.8 million in 1998.
Depreciation  on operating  leases was $1.2 million in the third quarter of 1999
compared to $1.5 million in 1998 reflecting a lower  operating lease  investment
balance at September 30, 1999 compared to September 30, 1998.
  The provision for credit losses was $8.0 million for the third quarter of 1999
compared  with $8.3  million  in 1998.  The  provision  for  internal  financing
programs  decreased  to $7.1  million  from $7.6  million  due to lower  reserve
requirements  caused by stronger portfolio  performance.  The decrease is partly
offset by increased  provisions for Small  Business  SolutionsSM  programs.  The
provision for Capital Services  financing programs was $1.0 million in the third
quarter of 1999 compared to $0.7 million in 1998.
     The  Company's  allowance  for credit  losses as a percentage  of net lease
receivables  (net  investments  before  allowance  for  credit  losses  plus the
uncollected  principal  balance of receivables sold) decreased from 2.87 percent
at December 31, 1998 to 2.00 percent at September  30, 1999.  PBCC charged $56.7
million and $54.9  million  against the allowance for credit losses for the nine
months ended September 30, 1999 and 1998, respectively.
  Interest  expense was $26.6 million in the third quarter of 1999 compared with
$31.1 million in 1998.  The decrease  reflects  lower  effective  interest rates
during 1999. The effective  interest rate on average borrowings was 5.61 percent
for the third  quarter of 1999  compared to 5.70  percent for the same period in
1998.
  Net interest  expense for the three months ended September 30, 1999 includes a
gain of $3.6 million from the  assignment  of an interest rate swap in September
1999. The swap was for a notional  principal amount of $125 million,  at a fixed
interest  rate of 5.83  percent  and a floating  rate equal to the Money  Market
Yield of Commercial Paper - Nonfinancial.  Under the terms of the swap agreement
the Company was the fixed rate payer. The swap would have been effective through
February 2, 2005.
  The Company does not match fund its financing  investments  and does not apply
different interest rates to its various financing portfolios.

<PAGE> 10


                         PITNEY BOWES CREDIT CORPORATION

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



Results of Continuing Operations

Third Quarter of 1999 Compared to Third Quarter of 1998 (continued)

  The effective tax rate for the third quarter of 1999 was 21.7 percent compared
with 28.3 percent for the same period of 1998.  The decrease is primarily due to
certain Capital Services external financial transactions entered into during the
third quarter of 1999.
  The Company's  ratio of earnings from  continuing  operations to fixed charges
was 3.55 times for the third  quarter of 1999  compared  with 2.94 times for the
same period of 1998. The increase reflects the company's higher earnings as well
as the effect of the swap assignment on net interest expense referred to above.

Nine Months of 1999 Compared to Nine Months of 1998

  For the nine  months of 1999  compared  to the same  period  of 1998,  finance
income  increased  4.9  percent to $354.0  million,  fee income  increased  83.5
percent to $63.2 million, SG&A expenses increased 29.7 percent to $89.2 million,
depreciation  and  amortization  increased  124.0 percent to $22.3 million,  the
provision for credit losses  increased  7.5 percent to $28.0  million,  interest
expense  decreased  2.4 percent to $91.2  million and the  provision  for income
taxes  increased 2.8 percent to $49.5 million,  generating an increase in income
from  continuing  operations  of 9.0 percent to $137.0  million.  The results of
discontinued  operations was a net loss of $24.0 million  through  September 30,
1999 versus  income of $26.8  million for the same period of 1998.  The decrease
was mainly due to the  recognition  of an estimated  net loss on the disposal of
AMIC of $34.2 million. Net income decreased by 25.9 percent to $113.0 million.


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 43 percent  short-term  and 57
percent long-term at September 30, 1999 and 45 percent short-term and 55 percent
long-term  at December  31,  1998.  PBCC's  swap-adjusted  variable-rate  versus
fixed-rate debt mix was 36 percent  variable-rate  and 64 percent  fixed-rate at
September  30, 1999 and 24 percent  variable-rate  and 76 percent  fixed-rate at
December 31, 1998. The Company may borrow through the sale of commercial  paper,
under its confirmed bank lines of credit, and by private and public offerings of
intermediate-  or  long-term  debt  securities.  The Company had unused lines of
credit and revolving  credit  facilities  totaling $1.2 billion at September 30,
1999, largely supporting its commercial paper borrowings.
  On August 30, 1999, the Company 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%  unsecured  notes (the "Notes")  available  under a
shelf  registration  filed with the Securities  and Exchange  Commission in July
1998. The proceeds from the Notes will be used for general  corporate  purposes,
including  the  repayment of  short-term  debt.  The Notes are due September 29,
2000, with interest payable on March 29, 2000 and at maturity.
 During August 1999 the Company also entered into three  interest rate swaps for
an aggregate notional amount of $350 million.
<TABLE>
<S>     <C>                         <C>                            <C>                    <C>
         Notional                        Effective
         Amount                          Through                   Fixed Rate             Floating Rate

       $100,000,000                  February 2008                    8.625%                 See below
       $100,000,000                      June 2008                    9.250%                 See below
       $150,000,000                 September 2009                    8.550%                 See below
</TABLE>


  The  floating  rates for each swap are based on six month LIBOR plus a spread,
equal to the  difference  between  the fixed rate of the debt and the fixed rate
currently available for similar debt. Under the terms of the swap agreements the
Company is the floating rate payer.


<PAGE> 11


                         PITNEY BOWES CREDIT CORPORATION

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


Financial Condition

Liquidity and Capital Resources (continued)

  The Company's  utilization of derivative  instruments  is normally  limited to
interest  rate swap  agreements  ("interest  rate  swaps") and foreign  currency
exchange  forward  contracts   ("foreign  currency   contracts").   The  Company
periodically  enters into  interest  rate swaps as a means of managing  interest
rate exposure.  The interest rate differential paid or received is recognized as
an adjustment to interest expense. The interest differential on the swap will be
offset against  changes in valuation of the assets  resulting from interest rate
movements. The Company is exposed to credit loss in the event of non-performance
by  the  counterparties  to  the  interest  rate  swaps  to  the  extent  of the
differential  between  fixed- and  variable-rates;  such  exposure is considered
minimal. The Company 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 loans and certain transfers to the Company
by foreign affiliates of foreign currency denominated lease receivables. When in
effect, 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 September 30, 1999
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 third  quarter of 1999  increased 2.7
percent  from  December  31, 1998.  The  increase is  principally  due to higher
investment levels for new business initiatives,  offset by decreased investments
in Capital Services financing programs.  Overall levels of lease receivables are
in line with management's expectations. The Company continues to actively pursue
a Capital  Services  financing  strategy  based on external  large-ticket  asset
sales,  thereby  allowing it to focus on fee- and  service-based  revenue rather
than asset-based income.
  The  Company's  liquidity  ratio  (finance  contracts  receivable,   including
residuals,  expected  to be  realized in cash over the next 12 months to current
maturities  of debt over the same period) was 1.75 times at  September  30, 1999
and 1.47 times at December 31, 1998.
  The  Company  will  continue  to use cash to invest  in  finance  assets  with
emphasis on internal small-ticket leasing transactions and controlled investment
in external  large-ticket  financing  programs.  The Company  believes that cash
generated  from  operations and  collections  on existing  lease  contracts will
provide the majority of cash needed for such  investment  activities.  Borrowing
requirements will be primarily  dependent upon the level of equipment  purchases
from  Pitney  Bowes  Inc.,  the level of external  financing  activity,  capital
requirements for new business initiatives, and the refinancing of maturing debt.
Additional  cash,  to  the  extent  needed,  is  expected  to be  provided  from
commercial  paper and  intermediate-  or long-term  debt  securities.  While the
Company  expects that market  acceptance of its short- and  long-term  debt will
continue to be strong,  additional liquidity is available under revolving credit
facilities and credit lines.


<PAGE> 12




                         PITNEY BOWES CREDIT CORPORATION

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


Year 2000

General

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

State of Readiness

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

Year 2000 Costs

  PBCC  estimates  the total cost of the program from  inception in 1997 through
the Year  2000 to be  approximately  $2  million,  of which  approximately  $1.7
million was incurred through  September 30, 1999. These costs,  which are funded
through the Company's  cash flows,  include both internal labor costs as well as
consulting  and  other  external  costs.  These  costs are  incorporated  in the
Company's budgets and are being expensed as incurred.

Year 2000 Risks and Contingency Plan

  The  failure  to  correct a  material  Year 2000  problem  could  result in an
interruption  in,  or a  failure  of,  certain  normal  business  activities  or
operations.  Such failures could  materially and adversely  affect the Company's
results of  operations,  liquidity and financial  condition.  Due to the general
uncertainty  inherent  in  the  Year  2000  problem,   resulting  in  part  from
uncertainty  about the Year 2000 readiness of third  parties,  PBCC is unable to
determine at this time whether the  consequences of Year 2000 failures will have
a  material  impact  on  its  results  of  operations,  liquidity  or  financial
condition.  However,  a Year 2000 business  resumption  plan has been  developed
which  identifies  and  evaluates  potential  Year 2000  failure  scenarios  and
establishes  both  preemptive  and reactive  measures.  As of September 30, 1999
these  measures,  including  plans to  address  failures  of  critical  vendors,
internal  systems and  processes,  have been finalized and will be monitored for
any necessary changes that may be required.


<PAGE> 13


                         PITNEY BOWES CREDIT CORPORATION

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

Other Matters

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

































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


  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 and of competition in the new market for
postage metering services via the internet; the impact of governmental financing
regulations;  the success of the Company in developing strategies to manage debt
levels,  including the ability of the Company to access the capital markets; the
strength of worldwide economies;  the effects of and changes in trade,  monetary
and fiscal policies and laws, and inflation and monetary fluctuations, including
changes in interest rates; the willingness of customers to substitute  financing
sources;  the  success  of the  Company at  managing  customer  credit  risk and
associated  collection and asset management efforts;  and the impact of the Year
2000 issue, including the effect of third parties' inability to address the Year
2000 problem as well as the Company's own readiness.



<PAGE> 14


                           PART II - OTHER INFORMATION

ITEM 1. -- LEGAL PROCEEDINGS

         From time to time, the Company is a party to lawsuits that arise in the
ordinary  course of its business.  These  lawsuits may involve  litigation by or
against the Company to enforce  contractual  rights under  vendor,  insurance or
other  contracts;  lawsuits  by or against the  Company  relating to  equipment,
service or payment  disputes with customers;  disputes with employees;  or other
matters.  The Company is currently a defendant in a number of lawsuits,  none of
which should have, in the opinion of management  and legal  counsel,  a material
adverse effect on the Company's financial position or results of operations.
         In June 1999,  the Company's  parent,  Pitney Bowes Inc.  ("PBI"),  was
served  with  a  Civil  Investigation  Demand  ("CID")  from  the  U.S.  Justice
Department's  Antitrust Division. A CID is a tool used by the Antitrust Division
for  gathering  information  and  documents.   PBI  believes  that  the  Justice
Department  may be reviewing  its efforts to protect its  intellectual  property
rights.  Both PBI and the  Company  believe  they have  complied  fully with the
antitrust laws and are cooperating fully with the investigation.

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

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

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

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

                There are no  unregistered  debt  instruments in which the total
                amount of securities authorized thereunder exceeds 10 percent of
                the total  assets  of the  Company.  Copies  of all  instruments
                defining  the rights of  securities  holders  are  available  on
                request.


b.   On July 26,  1999,  a report  was  filed  under  Items 5 and 7 of Form 8-K,
     relating  to the  decision  to dispose of  Atlantic  Mortgage &  Investment
     Corporation.

     On August  30,  1999,  a report was  filed under Items 5 and 7 of Form 8-K,
     reclassifying  certain Items filed in the  Company's  Annual Report on Form
     10-K for the year ended December 31, 1998 and its Quarterly  Report on Form
     10-Q for the  quarter  ended March 31,  1999,  including  the  consolidated
     balance  sheets at December 31, 1998 and 1997 and the related  consolidated
     statements  of income,  of retained  earnings and of cash flows for each of
     the three years in the period  ended  December  31, 1998 and the  unaudited
     consolidated  balance  sheet at March 31,  1999 and the  related  unaudited
     consolidated  statements  of income and of cash  flows for the three  month
     periods ended March 31, 1999 and March 31, 1998.

     On September 3, 1999, a report was filed  under  Items 5 and 7 of Form 8-K,
     relating to the establishment of the Company's medium-term note program.






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

Dated: November 15, 1999



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

Dated: November 15, 1999







<PAGE>



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

<TABLE>


                                     Three Months Ended September 30,    Nine Months Ended September 30,
                                     --------------------------------    -------------------------------
<S>                                      <C>             <C>               <C>              <C>
                                             1999             1998              1999             1998
                                             ----             ----              ----             ----

Income from continuing operations
  before income taxes................    $ 68,223        $  60,467         $ 186,464        $ 173,841
                                          -------          -------          --------         --------




Fixed charges:
  Interest on debt...................      26,606           31,099            91,167           93,378
  One third rent expense.............         148              145               456              400
                                          -------          -------          --------         --------

Total fixed charges..................      26,754           31,244            91,623           93,778
                                          -------          -------          --------         --------

Earnings from continuing operations
  before fixed charges...............    $ 94,977        $  91,711         $ 278,087        $ 267,619
                                          =======          =======          ========         ========

Ratio of earnings from continuing
  operations to fixed charges (1)....       3.55X           2.94X              3.04X            2.85X
                                          =======          =======          ========         ========


</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.