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


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


                                    FORM 10-Q

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


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

                  For the quarterly period ended June 30, 1997

                                       OR

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


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


                         Commission file number 0-13497

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


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


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

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


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


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

As of July 31, 1997,  460 shares of common  stock,  no par value,  with a stated
value of $100,000 per share, were outstanding, all of which were owned by Pitney
Bowes Inc., the parent of the Registrant

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS  THEREFORE  FILING  THIS FORM  WITH THE  REDUCED  DISCLOSURE
FORMAT



<PAGE>



                                  Page 2 of 14


                         PITNEY BOWES CREDIT CORPORATION




Part I -- FINANCIAL INFORMATION

Item 1. -- FINANCIAL STATEMENTS

Consolidated Statements of Income:
Three and Six Months Ended June 30, 1997 and 1996........................      3
Consolidated Balance Sheets:
As of June 30, 1997 and 1996.............................................      4
Consolidated Statements of Cash Flow:
Six Months Ended June 30, 1997 and 1996..................................      5
Notes to Consolidated Financial Statements...............................    6-7

Item 2. -- MANAGEMENT'S NARRATIVE ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION................................................................   8-10


Part II -- OTHER INFORMATION

Item 1.-- Legal Proceedings..............................................     11
Item 6.-- Exhibits and report on Form 8-K................................     11
Signature................................................................     12

Exhibit (i) -- Computation of Ratio of Earnings
to Fixed Charges.........................................................     13
Exhibit (ii)-- Financial Data Schedule...................................     14




<PAGE>



                                  Page 3 of 14


                         Part I -- FINANCIAL INFORMATION
                         Item 1. -- FINANCIAL STATEMENTS

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


<TABLE>
                                                                         Three Months Ended June 30         Six Months Ended June 30
                                                                         --------------------------         ------------------------
                                                                              1997            1996                1997          1996
                                                                              ----            ----                ----          ----
Revenue:
<S>                                                                      <C>             <C>                 <C>           <C>      
  Finance income...............................................          $ 183,159       $ 179,570           $ 366,553     $ 356,846
  Equipment sales..............................................                  -             421                   -           421
                                                                           -------         -------             -------       -------
    Total revenue..............................................            183,159         179,991             366,553       357,267
                                                                           -------         -------             -------       -------
Expenses:
  Selling, general and administrative..........................             42,140          38,982              83,741        78,264
  Depreciation and amortization................................              9,833          10,186              20,337        19,113
  Cost of equipment sales......................................                  -             283                   -           283
  Provision for credit losses..................................             15,911          13,875              30,966        30,570
  Interest.....................................................             51,098          48,954             100,993        99,269
                                                                           -------         -------             -------       -------
    Total expenses.............................................            118,982         112,280             236,037       227,499
                                                                           -------         -------             -------       -------

Income before income taxes.....................................             64,177          67,711             130,516       129,768
Provision for income taxes.....................................             19,391          22,636              40,492        43,125
                                                                           -------         -------             -------       -------
Net income.....................................................          $  44,786       $  45,075           $  90,024     $  86,643
                                                                           =======         =======             =======       =======
Ratio of earnings to fixed charges.............................              2.25X           2.37X               2.28X         2.30X
                                                                           =======         =======             =======       =======
</TABLE>








                 See Notes to Consolidated Financial Statements



<PAGE>



                                  Page 4 of 14

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


<TABLE>
                                                                                   June 30,     December 31,
                                                                                     1997           1996
                                                                                  ---------     ------------
Assets:

<S>                                                                             <C>              <C>        
Cash.......................................................................     $    50,507      $    20,937
                                                                                  ---------        ---------
Investments:
  Finance assets (Note 2)..................................................       4,301,502        4,241,359
  Investment in leveraged leases...........................................         644,690          617,970
  Asset transferred from affiliate.........................................          21,230           32,825
  Investment in operating leases, net of accumulated depreciation..........          76,462           86,634
  Allowance for credit losses..............................................        (105,551)         (98,721)
                                                                                  ---------        ---------
    Net investments........................................................       4,938,333        4,880,067
                                                                                  ---------        ---------

  Mortgage servicing rights, net of accumulated amortization (Note 3)......         192,843          138,146
  Assets held for sale.....................................................         185,850          140,420
  Other assets.............................................................         197,598          167,432
                                                                                  ---------        ---------
     Total assets..........................................................     $ 5,565,131      $ 5,347,002
                                                                                  =========        =========

Liabilities:
  Senior notes payable within one year (Note 4)............................     $ 2,163,457      $ 1,901,581
  Short-term notes payable to affiliates (Note 4)..........................          95,600          139,400
  Accounts payable to affiliates...........................................         181,957          168,558
  Accounts payable and accrued liabilities.................................         198,145          176,657
  Deferred taxes...........................................................         517,766          478,624
  Senior notes payable after one year (Note 4).............................       1,150,000        1,275,000
  Subordinated notes payable (Note 4)......................................         229,154          229,154
                                                                                  ---------        ---------
      Total liabilities....................................................       4,536,079        4,368,974
                                                                                  ---------        ---------
Stockholder's Equity:
  Common stock.............................................................          46,000           46,000
  Capital surplus..........................................................          41,725           41,725
  Retained earnings........................................................         941,327          890,303
                                                                                  ---------        ---------
      Total stockholder's equity...........................................       1,029,052          978,028
                                                                                  ---------        ---------
     Total liabilities and stockholder's equity............................     $ 5,565,131      $ 5,347,002
                                                                                  =========        =========
</TABLE>







                 See Notes to Consolidated Financial Statements

<PAGE>



                                  Page 5 of 14


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



<TABLE>
                                                                                       Six Months Ended
                                                                                ----------------------------
                                                                                  June 30,          June 30,
                                                                                    1997              1996
                                                                                 ---------         ---------
Operating Activities

<S>                                                                             <C>               <C>       
Net income.................................................................     $    90,024       $   86,643
Adjustments to reconcile net income to cash provided by
 operating activities:
  Provision for credit losses..............................................          30,966           30,570
  Depreciation and amortization............................................          20,337           19,113
  Cost of equipment sales..................................................               -              283
  Increase in accounts payable to affiliates...............................          13,399            8,907
  Increase in deferred taxes...............................................          39,142           54,564
  Increase (decrease) in accounts payable and accrued liabilities..........          21,488           (6,207)
  Decrease in assets transferred from affiliates...........................          (2,174)          (2,420)
  Other, net...............................................................         (22,361)         (21,671)
                                                                                   ---------        ---------
Net cash provided by operating activities..................................         190,821          169,782
                                                                                   ---------        ---------

Investing Activities
  Investment in net finance assets.........................................        (988,567)        (692,387)
  Investment in operating leases...........................................         (11,807)          (8,927)
  Investment in leveraged leases...........................................         (13,328)               -
  Investment in assets held for sale.......................................        (326,344)        (200,681)
  Cash receipts collected under lease contracts, net of finance
   income recognized.......................................................       1,197,206          806,878
  Investment in mortgage service rights....................................         (64,125)         (22,847)
  Loans and advances to affiliates, net....................................          (1,651)          (3,452)
  Additions to equipment and leasehold improvements........................          (6,711)          (6,065)
                                                                                   ---------        ---------
Net cash used in investing activities......................................        (215,327)        (127,481)
                                                                                   ---------        ---------

Financing Activities
  Increase in short-term debt..............................................         382,376           12,398
  Settlement of long-term debt.............................................        (245,500)               -
  Short-term loans from affiliates.........................................         (43,800)         (19,715)
  Dividends paid to Pitney Bowes, Inc......................................         (39,000)         (35,600)
                                                                                   ---------        ---------
Net cash provided by (used in) financing activities........................          54,076          (42,917)
                                                                                   ---------        ---------

Increase (decrease) in cash................................................          29,570             (616)
Cash at beginning of period................................................          20,937           10,129
                                                                                   ---------        ---------
Cash at end of period......................................................     $    50,507        $   9,513
                                                                                   =========        =========


Interest paid..............................................................     $   113,056       $  101,384
                                                                                   =========        =========

Income taxes refunded, net.................................................     $    (4,744)      $  (35,611)
                                                                                   =========        =========

</TABLE>




                 See Notes to Consolidated Financial Statements

<PAGE>



                                  Page 6 of 14


                         PITNEY BOWES CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     For the Six Months Ended June 30, 1997
                                   (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 as of June 30, 1997 and the  results of  operations  and cash flows for
the six  months  ended  June 30,  1997 and 1996  have been  included.  Operating
results for the six months ended June 30, 1997 are not necessarily indicative of
the results that may be expected for the year ended December 31, 1997.

  These statements  should be read in conjunction with the financial  statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
year ended December 31, 1996.



Note 2 --Finance Assets

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

<TABLE>
                                                                                   June 30,     December 31,
           (in thousands of dollars)                                                 1997            1996
                                                                                -----------     ------------
<S>                                                                             <C>              <C>        
           Gross finance receivables.......................................     $ 4,861,454      $ 4,826,361
           Unguaranteed residual valuation.................................         724,394          700,776
           Initial direct costs deferred...................................          96,433           91,588
           Unearned income.................................................      (1,380,779)      (1,377,366)
                                                                                 ----------       ----------
             Total finance assets..........................................     $ 4,301,502      $ 4,241,359
                                                                                 ==========       ==========
</TABLE>


Note 3 -- Mortgage Servicing Rights

  Mortgage servicing rights (MSR) are recorded at the lower of amortized cost or
present value of the estimated net servicing income,  which does not exceed fair
market  value and are  amortized  in  proportion  to,  and over the  period  of,
estimated net servicing income.  Fair value is estimated using a discounted cash
flow model which  incorporates  market discount and prepayment  rates as well as
other  assumptions  that market  participants  would use in their  estimates  of
future servicing income and expense. The Company's policy for evaluating MSR for
impairment is to stratify the mortgage servicing rights based on the predominant
risk  characteristics  of the underlying loans. Upon evaluation,  adjustments to
current period operations and the valuation allowance are made if any individual
portfolio  stratum is deemed impaired.  Based on the evaluation  performed as of
June 30, 1997, no impairment was recognized in the Company's MSR portfolio.



<PAGE>


                                  Page 7 of 14


                         PITNEY BOWES CREDIT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     For the Six Months Ended June 30, 1997
                                   (Unaudited)
Note 4 -- Notes Payable

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

<TABLE>
                                                                                  June 30,       December 31,
         (in thousands of dollars)                                                  1997              1996
                                                                                 ---------         ---------
         Senior Notes Payable:
           Commercial paper at the weighted average
<S>                                                                             <C>              <C>        
             interest rate of 5.65% (5.54% in 1996)........................     $ 1,733,760      $ 1,359,200
           Notes payable against bank lines of credit and others at a
             weighted average interest rate of 1.98% (2.11% in 1996).......         304,697          296,881
           Current installment of long-term debt due within one year at
             interest rates of 5.84% to 6.25% (5.63% to 7.48% in 1996).....         125,000          245,500
                                                                                  ---------        ---------
           Total senior notes payable within one year......................       2,163,457        1,901,581

           Senior notes payable after one year at interest rates of
             6.06% to 9.25% (5.63% to 9.25% in 1996).......................       1,150,000        1,275,000
                                                                                  ---------        ---------
           Total senior notes payable......................................       3,313,457        3,176,581
                                                                                  ---------        ---------
         Short-term Notes Payable to Affiliates:
           Notes payable to Pitney Bowes Inc. at a weighted
             average interest rate of 5.50% (5.40% in 1996)................          95,600          139,400
                                                                                  ---------        ---------
         Subordinated Notes Payable:
           Non-interest bearing notes due Pitney Bowes Inc.................         229,154          229,154
                                                                                  ---------        ---------

         Total notes payable...............................................     $ 3,638,211      $ 3,545,135
                                                                                  =========        =========
</TABLE>



Note 5 -- Other

  On January 1, 1997 the Company  adopted  Statement of Financial  Standards No.
125  "Accounting  for   Transactions  and  Servicing  of  Financial  Assets  and
Extinguishments  of  Liabilities".  This statement may impact the method used to
sell finance  assets on a  prospective  basis.  As of June 30, 1997 there was no
material  impact  on the  financial  statements  of  the  Company  due  to  this
pronouncement.


<PAGE>


                                  Page 8 of 14


                         PITNEY BOWES CREDIT CORPORATION

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



Results of Operations

Second Quarter of 1997 Compared to Second Quarter of 1996

   Finance  income in the second quarter of 1997 increased 2.0 percent to $183.2
million  compared  to  $179.6  million  in 1996.  Finance  income  for  internal
small-ticket  financing  programs  increased  9.4 percent to $82.6  million from
$75.5  million  primarily  due to  higher  income  from  fee and  service  based
programs.  Finance income for external large-ticket financing programs decreased
to $44.2 million from $46.2 million  primarily due to lower investment levels in
accordance  with the  Company's  previously  announced  strategy  to  shift  the
foundation  of the  external  financing  business  from  asset-based  to fee and
service  based  revenues.   Finance  income  related  to  external  small-ticket
financing  programs  decreased to $39.6 million from $45.1 million primarily due
to the sale of the Custom Vendor Finance group ("CVF") during the second quarter
of 1996 which resulted in a one time gain of $3.2 million before taxes.  Revenue
generated from mortgage servicing increased 30.5 percent to $16.7 million in the
second  quarter of 1997  compared  with $12.8  million in the second  quarter of
1996, due to a larger mortgage servicing portfolio in keeping with the Company's
fee-based income growth strategy.

   Selling,  general and administrative (SG&A) expenses increased 7.9 percent to
$42.1  million in the second  quarter of 1997 compared to $39.0 million in 1996.
SG&A for internal  small-ticket  financing  programs  increased to $15.8 million
from $14.4 million  principally due to higher  professional  fees related to the
support of new business  initiatives  and higher sales  assistance  fees paid to
Pitney Bowes. SG&A for external  large-ticket  financing programs increased 24.4
percent  from $4.5  million  in 1996 to $5.6  million in 1997  primarily  due to
higher corporate  personnel and other  professional  related expenses.  SG&A for
external  small-ticket  financing  programs  remained  level  at  $15.3  million
principally due to a higher level of personnel and operating related expenses in
support of larger  portfolio as well as higher marketing fees paid to brokers at
CPLC  offset  by  decreases  in  Dictaphone/Monarch  SG&A  expenses  as  well as
decreases in SG&A expenses related to assets transferred from an affiliate. SG&A
expenses  related to mortgage  servicing  increased 17.0 percent in 1997 to $5.5
million  primarily  due to the  administration  of a larger  mortgage  servicing
portfolio.

  Depreciation  on operating  leases was $2.3  million in the second  quarter of
1997  compared to $3.7 million in 1996  reflecting a decreased  operating  lease
investment  balance at June 30, 1997 compared to June 30, 1996.  Amortization of
mortgage  servicing  rights  was $6.1  million  in the  second  quarter  of 1997
compared to $5.9 million in 1996 due to a larger mortgage  servicing  portfolio.
Amortization of deferred costs associated with the Company's  participation in a
partnership transaction was $0.6 million for the second quarter of both 1997 and
1996.

  The provision  for credit  losses was $15.9 million for the second  quarter of
1997  compared   with  $13.9  million  in  1996.   The  provision  for  internal
small-ticket  financing  programs  increased  to $8.9  million from $7.3 million
primarily  due  to  increased  provisions  for  new  business  initiatives.  The
provision for external small-ticket  financing programs was $6.6 million for the
second  quarter  of 1997  compared  to $6.4  million  in 1996  primarily  due to
increased  provisions  related to higher investment levels at CPLC offset by the
Custom Vendor  Finance (CVF)  business sale in June 1996 and a lower  Dictaphone
portfolio.

  The  Company's  allowance  for  credit  losses  as a  percentage  of net lease
receivables  (net  investments  before  allowance  for  credit  losses  plus the
uncollected  principal  balance of receivables sold) increased from 1.88 percent
at December  31,  1996 to 2.01  percent at June 30,  1997.  PBCC  charged  $13.4
million and $19.7 million  against the allowance for credit losses in the second
quarter of 1997 and 1996, respectively.

  Interest expense was $51.1 million in the second quarter of 1997 compared with
$49.0 million in 1996. The increase  reflects higher average  borrowings in 1997
coupled with higher  interest  rates.  The  effective  interest  rate on average
borrowings  was 6.12  percent  for the second  quarter of 1997  compared to 5.93
percent  for the same  period  of 1996.  The  Company  does not  match  fund its
financing investments and does not apply different interest rates to its various
financing portfolios.



<PAGE>


                                  Page 9 of 14


                         PITNEY BOWES CREDIT CORPORATION

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



Results of Operations

Second Quarter of 1997 Compared to Second Quarter of 1996 (continued)

  The  effective  tax  rate for the  second  quarter  of 1997  was 30.2  percent
compared  with  33.4  percent  for the same  period  of 1996.  The  decrease  is
principally due to lower tax provisions related to certain external large-ticket
transactions as well as a higher level of tax-exempt income.

The  Company's  ratio of earnings to fixed charges was 2.25 times for the second
quarter  of 1997  compared  with  2.37  times for the same  period of 1996.  The
decrease  reflects  lower pretax income mainly due to the impact of the CVF sale
in the second  quarter  of 1996 as well as higher  effective  interest  rates in
1997.

First Six Months of 1997 Compared to First Six Months of 1996

  For the first six months of 1997  compared to the same  period of 1996,  total
revenue  increased 2.6 percent to $366.6  million,  SG&A expenses  increased 6.9
percent to $83.7 million,  depreciation and  amortization  including the cost of
equipment  sales  increased 4.6 percent to $20.3  million,  provision for credit
losses increased 1.3 percent to $31.0 million,  interest  expense  increased 1.7
percent to $101.0  million,  provision for income taxes decreased by 6.0 percent
to $40.5  million,  generating  a net income  increase  of 3.9  percent to $90.0
million.

  Except  for the  effect of the sale of the CVF  finance  assets in the  second
quarter  of 1996,  the  factors  that  affected  the change in each of the above
income or expense items were  essentially the same as those affecting the second
quarter of 1997 versus 1996.


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 its sensitivity
to interest rate  volatility.  PBCC's debt mix was 62 and 58 percent  short-term
and 38 and 42  percent  long-term  at June  30,  1997  and  December  31,  1996,
respectively.  PBCC's swap-adjusted variable-rate versus fixed-rate debt mix was
54 percent  variable-rate  and 46  percent  fixed-rate  at June 30,  1997 and 43
percent  variable-rate  and 57 percent  fixed-rate  at December  31,  1996.  The
Company may borrow  through the sale of  commercial  paper,  under its confirmed
bank lines of credit,  and by private and public  offerings of  intermediate- or
long-term debt securities.

  The Company has $250  million of unissued  debt  securities  available  from a
shelf registration  statement filed with the Securities and Exchange  Commission
in September 1995. Up to $250 million of medium-term  notes may be offered under
this  registration  statement.  The $250  million  available  under  this  shelf
registration  statement  should meet the Company's  financing needs for the next
two years.  The Company  also had unused  lines of credit and  revolving  credit
facilities  totaling  $1.5  billion at June 30,  1997,  largely  supporting  its
commercial paper borrowings.

The Company  continues  to actively  pursue a strategy of external  large-ticket
asset sales. In accordance with its previously announced decision, this strategy
allows the Company to focus on  fee-based  transactions  rather than asset based
income.  The Company continues to develop  strategies in support of ongoing debt
level and risk management.

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


<PAGE>


                                  Page 10 of 14


                         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 currently  limited to
interest  rate swap  agreements  (interest  rate  swaps)  and  foreign  currency
exchange  forward   contracts   (foreign   currency   contracts).   The  Company
periodically  enters into  interest  rate swaps as a means of managing  interest
rate  exposure.  The  interest  rate  differential  to be  paid or  received  is
recognized over the life of the agreements as an adjustment to interest expense.
The  Company is exposed to credit  loss in the event of  non-performance  by the
counterparties  to the  interest  rate swaps to the  extent of the  differential
between  fixed- and  variable-rates;  such exposure is considered  minimal.  The
Company  has  entered  into  foreign  currency  contracts  for  the  purpose  of
minimizing  its risk of loss from  fluctuations  in exchange rates in connection
with certain  intercompany loans and certain transfers to the Company by foreign
affiliates of foreign currency  denominated  lease  receivables.  The Company is
exposed to credit loss in the event of  non-performance by the counterparties to
the foreign currency  contracts to the extent of the difference between the spot
rate at the date of the contract delivery and the contracted rate; such exposure
is also considered minimal.

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

  Gross finance  assets at the end of the second  quarter of 1997  increased 1.1
percent  from  December 31, 1996.  The increase is  principally  due to external
small-ticket gross finance assets at June 30, 1997 being 10.5 percent, or $110.6
million,  higher  than  December  31,  1996,  partially  offset  by the shift in
emphasis from asset based  investments  in the external  large ticket segment to
fee based  transactions  and a seasonally  lower level of internal  small-ticket
financing  activity,  during the quarter,  relative to  portfolio  liquidations.
Overall levels of lease receivables are in line with management's expectations.

  The  Company's  liquidity  ratio  (finance  contracts  receivable,   including
residuals,  expected  to be  realized in cash over the next 12 months to current
maturities  of debt over the same period) was .79 times at June 30, 1997 and .78
times at December 31, 1996.

  The  Company  will  continue  to use cash to invest  in  finance  assets  with
emphasis  on  internal  and  external   small-ticket  leasing  transactions  and
controlled investment in external large-ticket  financing programs.  The Company
believes that cash generated from  operations and  collections on existing lease
contracts  will  provide  the  majority  of  cash  needed  for  such  investment
activities.  Additional  cash, to the extent needed,  is expected to be provided
from commercial paper and intermediate- or long-term debt securities.  While the
Company  expects that market  acceptance of its short- and  long-term  debt will
continue to be strong,  additional liquidity is available under revolving credit
facilities and credit lines.





--------------------------------------------------------------------------------
The  Company  wishes to  caution  readers  that any  forward-looking  statements
contained  in this Form 10-Q or made by the  management  of the Company  involve
risks and  uncertainties,  and are subject to change based on various  important
factors.  The  following  factors,  among  others,  could  affect the  Company's
financial results and 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 - the level of business and financial performance
of Pitney Bowes; 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;  and the
level of write-offs and the Company's associated collection and asset management
efforts.


<PAGE>


                                  Page 11 of 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.

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>
              Reg S-K                                                              Incorporation
              Exhibits                       Description                            by Reference
             ---------     -------------------------------------------------       ---------------
<S>             <C>                                                                               
                (12)       Computation of Ratio of Earnings to Fixed Charges       See Exhibit (i)
                                                                                   on page 13
                (27)       Financial Data Schedule                                 See Exhibit (ii)
                                                                                   on page 14

</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.  Reports on Form 8-K

         No reports on Form 8-K were filed for the first six months of 1997.





<PAGE>


                                  Page 12 of 14


                                   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/ G. KIRK HUDSON
                                                    ----------------------
                                                        G. Kirk Hudson
                                                   Vice President - Finance
                                                   (Principal Financial and
                                                      Accounting Officer)
Dated:  August 14, 1997



<PAGE>



                                  Page 13 of 14


                                   Exhibit (i)
                Computation of Ratio of Earnings to Fixed Charges





<TABLE>
                                       Three Months Ended June 30,          Six Months Ended June 30,
                                       ---------------------------          -------------------------
                                             1997             1996              1997             1996
                                             ----             ----              ----             ----

<S>                                     <C>              <C>               <C>              <C>      
Income before income taxes..........    $  64,177        $  67,711         $ 130,516        $ 129,768
                                          -------          -------          --------         --------
Fixed charges:
  Interest on debt..................       51,098           48,954           100,993           99,269
  One third rent expense............          380              385               733              797
                                          -------          -------          --------         --------
Total fixed charges.................       51,478           49,339           101,726          100,066
                                          -------          -------          --------         --------

Earnings before fixed charges.......    $ 115,655        $ 117,050         $ 232,242        $ 229,834
                                          =======          =======          ========         ========

Ratio of earnings to
  fixed charges (1).................        2.25X            2.37X             2.28X            2.30X
                                          =======          =======          ========         ========
</TABLE>





<TABLE>
                                                           Years Ended December 31,
                                        -------------------------------------------------------------
                                             1996         1995         1994         1993         1992
                                             ----         ----         ----         ----         ----


<S>                                     <C>          <C>          <C>          <C>          <C>      
Income before income taxes..........    $ 266,089    $ 231,334    $ 218,913    $ 189,960    $ 185,704
                                          -------      -------     --------     --------      -------
Fixed charges:
  Interest on debt..................      201,543      202,090      151,239      137,372      146,594
  One third rent expense............        1,530        1,519        1,463        1,575        1,491
                                          -------      -------     --------     --------      -------
Total fixed charges.................      203,073      203,609      152,702      138,947      148,085
                                          -------      -------     --------     --------      -------

Earnings before fixed charges.......    $ 469,162    $ 434,943    $ 371,615    $ 328,907    $ 333,789
                                          =======      =======     ========     ========     ========

Ratio of earnings to
  fixed charges (1).................        2.31X        2.14X        2.43X        2.37X        2.25X
                                          =======      =======     ========     ========     ========
</TABLE>







(1)  The ratio of  earnings to fixed  charges is  computed by dividing  earnings
     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.