PITNEY BOWES CREDIT CORP
10-Q, 1995-05-11
FINANCE LESSORS
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               SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549-1004


                        F O R M   10 - Q



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

       For the quarterly period ended March 31, 1995

                               OR

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

       For the transition period from       to 
                                      -----    -----

Commission File Number:  0-13497


                 PITNEY BOWES CREDIT CORPORATION


State of Incorporation              IRS Employer Identification No.
     Delaware                                06-0946476


                        201 Merritt Seven
                Norwalk, Connecticut  06856-5151
                Telephone Number:  (203) 846-5600



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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X   No 
                                        -----    -----

As of April 30, 1995, 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>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 2 of 17



                    Pitney Bowes Credit Corporation
                                Index              
                    -------------------------------


                                                            Page Number
                                                            -----------

Part I - Financial Information:

       Item 1. Financial Statements  

               Consolidated Statement of Income - 
                Three Months Ended
                March 31, 1995 and 1994 . . . . . . . .             3

               Consolidated Balance Sheet - 
                March 31, 1995 and
                December 31, 1994 . . . . . . . . . . .             4

               Consolidated Statement of Cash Flows - 
                Three Months Ended
                March 31, 1995 and 1994 . . . . . . . .         5 - 6 

               Notes to Consolidated Financial 
                Statements. . . . . . . . . . . . . . .         7 - 9

       Item 2. Management's Narrative Analysis of
                the Results of Operations . . . . . . .       10 - 13


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
        to Fixed Charges . . . . . . . . . . . . . . .             16

       Exhibit (ii) - Financial Data Schedule. . . . .             17


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 3 of 17


                      Part I - Financial Information

                      Item 1.  Financial Statements 

                      Pitney Bowes Credit Corporation
                      Consolidated Statement of Income
                               (Unaudited)           
                      --------------------------------


(Dollars in thousands)                     Three Months Ended March 31, 
                                           ---------------------------- 
                                                1995               1994     
                                             -------            ------- 
Revenue:
  Finance income . . . . . . . . . . . .    $152,096           $129,993  
  ITC amortization . . . . . . . . . . .          74                193 
                                             -------            ------- 
    Total revenue. . . . . . . . . . . .     152,170            130,186 
                                             -------            ------- 
Expenses:
  Selling, general and administrative. .      32,018             26,365 
  Depreciation and amortization. . . . .       6,870              5,863 
  Provision for credit losses. . . . . .      12,268             14,097 
  Interest . . . . . . . . . . . . . . .      48,549             33,324 
                                             -------            ------- 
    Total expenses . . . . . . . . . . .      99,705             79,649 
                                             -------            ------- 

Income before income taxes . . . . . . .      52,465             50,537 
Provision for income taxes . . . . . . .      16,496             16,912 
                                             -------            ------- 

Income before effect of a change in
  accounting for postemployment 
  benefits . . . . . . . . . . . . . . .      35,969             33,625 

Effect of a change in accounting for 
  postemployment benefits. . . . . . . .           -             (2,820)
                                             -------            ------- 

Net income . . . . . . . . . . . . . . .    $ 35,969           $ 30,805 
                                             =======            ======= 

Ratio of earnings to fixed charges . . .       2.07X              2.50X 
                                             =======            ======= 

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 4 of 17

                       Pitney Bowes Credit Corporation
                          Consolidated Balance Sheet 
                                (Unaudited)  
                       -------------------------------


(Dollars in thousands)                              March 31,  December 31,
                                                 ------------  ------------
                                                         1995          1994
                                                 ------------  ------------
Assets
- ------
Cash . . . . . . . . . . . . . . . . . . . . . .  $     8,926   $    11,250 
                                                   ----------    ---------- 
Investments:
  Finance assets (Note 2)  . . . . . . . . . . .    3,733,295     3,732,790 
  Investment in leveraged leases . . . . . . . .      499,649       478,650 
  Assets transferred from affiliate. . . . . . .       44,635        30,033 
  Investment in operating leases, net of 
    depreciation . . . . . . . . . . . . . . . .       93,421        95,684 
  Allowance for credit losses. . . . . . . . . .      (89,755)      (95,271)
                                                   ----------    ---------- 
    Net investments. . . . . . . . . . . . . . .    4,281,245     4,241,886 
                                                   ----------    ---------- 

Other assets . . . . . . . . . . . . . . . . . .      179,769       198,701 
                                                   ----------    ---------- 
    Total assets . . . . . . . . . . . . . . . .  $ 4,469,940   $ 4,451,837 
                                                   ==========    ========== 
Liabilities
- ----------- 
Senior notes payable within one year (Note 3). .  $ 2,172,835   $ 2,075,591 
Accounts payable to affiliates . . . . . . . . .      116,729       153,360 
Accounts payable and accrued liabilities . . . .      145,561       228,279 
Deferred taxes . . . . . . . . . . . . . . . . .      362,513       342,034 
Senior notes payable after one year (Note 3) . .      745,500       745,500 
Subordinated notes payable (Note 3)  . . . . . .      132,995       133,735 
                                                   ----------    ---------- 
    Total liabilities. . . . . . . . . . . . . .    3,676,133     3,678,499 
                                                   ----------    ---------- 
Stockholder's Equity
- --------------------
Common stock . . . . . . . . . . . . . . . . . .       46,000        46,000 
Capital surplus. . . . . . . . . . . . . . . . .       41,725        41,725 
Retained earnings. . . . . . . . . . . . . . . .      706,082       685,613 
                                                   ----------    ---------- 
    Total stockholder's equity . . . . . . . . .      793,807       773,338 
                                                   ----------    ---------- 
    Total liabilities and
    stockholder's equity . . . . . . . . . . . .  $ 4,469,940   $ 4,451,837 
                                                   ==========    ========== 
 
 
<PAGE> 
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 5 of 17

                       Pitney Bowes Credit Corporation
                    Consolidated Statement of Cash Flows
                                (Unaudited)             
                    ------------------------------------
 
(Dollars in thousands)                         Three Months Ended March 31,
                                               ----------------------------
                                                      1995             1994
                                                ----------       ----------

Cash flows from operating activities:


Net income. . . . . . . . . . . . . . . . . .   $   35,969       $   30,805 
Effect of a change in accounting for 
 postemployment benefits. . . . . . . . . . .            -            2,820 
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Provision for credit losses . . . . . . . .       12,268           14,097 
  Depreciation and amortization . . . . . . .        6,870            5,863 
  Decrease in accounts payable to
   affiliate. . . . . . . . . . . . . . . . .      (36,631)         (30,734)
  Increase in deferred taxes. . . . . . . . .       20,479           12,854 
  Decrease in accounts payable and accrued
   liabilities  . . . . . . . . . . . . . . .      (82,718)         (27,823)
  Increase in assets transferred from 
   affiliate. . . . . . . . . . . . . . . . .      (25,273)         (28,914)
  Other, net. . . . . . . . . . . . . . . . .       (3,624)           8,547 
                                                 ---------        --------- 
Net cash (used in) operating activities . . .      (72,660)         (12,485)
                                                 ---------        --------- 

Cash flows from investing activities:

  Investment in finance assets. . . . . . . .     (269,765)        (213,098)
  Investment in operating leases. . . . . . .         (695)               - 
  Cash receipts collected under lease 
   contracts, net of finance income
   recognized . . . . . . . . . . . . . . . .      241,154          290,170 
  Investment in mortgage servicing rights . .      (13,600)            (684)
  Loans and advances to affiliated companies,
   net. . . . . . . . . . . . . . . . . . . .       33,795          (10,840)
  Additions to equipment and leasehold
   improvements . . . . . . . . . . . . . . .       (1,557)          (1,126)
                                                 ---------        --------- 
  Net cash (used in) provided by investing 
   activities . . . . . . . . . . . . . . . .      (10,668)          64,422 
                                                 ---------        --------- 

<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 6 of 17

                       Pitney Bowes Credit Corporation
                    Consolidated Statement of Cash Flows
                                (Unaudited)             
                    ------------------------------------

(Dollars in thousands)                         Three Months Ended March 31,
                                               ----------------------------
                                                      1995             1994
                                                ----------       ----------

Cash flows from financing activities:


  Increase (decrease) in short-term debt. . .       97,244         (243,537)
  Short-term loans from Pitney Bowes Inc. . .            -            6,543 
  Proceeds from the issuance of senior notes
   payable after one year . . . . . . . . . .            -          200,000 
  Settlement of long-term debt. . . . . . . .            -             (575)
  Payments to settle subordinated debt. . . .         (740)               - 
  Dividends paid to Pitney Bowes Inc. . . . .      (15,500)         (10,500)
                                                 ---------        --------- 
   Net cash provided by (used in) financing
    activities. . . . . . . . . . . . . . . .       81,004          (48,069)
                                                 ---------        --------- 

(Decrease) increase in cash . . . . . . . . .       (2,324)           3,868 
Cash at beginning of period . . . . . . . . .       11,250            6,237 
                                                 ---------        --------- 
Cash at end of period . . . . . . . . . . . .   $    8,926       $   10,105 
                                                 =========        ========= 

Interest paid . . . . . . . . . . . . . . . .   $   64,447       $   39,467 
                                                 =========        ========= 

Income taxes (refunded) paid  . . . . . . . .   $  (13,827)      $    7,206 
                                                 =========        ========= 


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 7 of 17


                      Pitney Bowes Credit Corporation
                Notes to Consolidated Financial Statements
                ------------------------------------------

Note 1:
- ------

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 March 31, 1995 and the results of operations and cash flows for the
three months ended March 31, 1995 and 1994 have been included.  Operating
results for the three months ended March 31, 1995 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1995.  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, 1994.

Note 2:
- ------

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

(Dollars in thousands)
                                                  March 31,   December 31,
                                               ------------   ------------
Finance Assets                                         1995           1994
                                               ------------   ------------

Gross finance receivables . . . . . . . . . .   $ 4,387,683    $ 4,393,826
Unguaranteed residual valuation . . . . . . .       577,035        573,892
Initial direct cost deferred. . . . . . . . .        79,229         76,322
Unearned income . . . . . . . . . . . . . . .    (1,310,288)    (1,310,812)
Investment tax credits deferred . . . . . . .          (364)          (438)
                                                 ----------     ----------
  Total finance assets. . . . . . . . . . . .   $ 3,733,295    $ 3,732,790
                                                 ==========     ==========



<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 8 of 17

Note 3:
- ------

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

(Dollars in thousands)
                                                  March 31,    December 31,
                                               ------------    ------------
Senior Notes Payable                                   1995            1994
                                               ------------    ------------
Commercial paper at a weighted average
  interest rate of 6.06% (5.84% in 1994). . .    $1,976,200      $1,865,110
Notes payable against bank lines of
  credit and others at a weighted average
  interest rate of 3.72% (3.63% in 1994). . .       167,135         180,981
Current installment of long-term debt
  due within one year at interest rates of
  6.56% to 6.66%  . . . . . . . . . . . . . .        29,500          29,500
                                                  ---------       ---------
Total senior notes payable within one year. .     2,172,835       2,075,591
Senior notes payable after one year at
  interest rates of 5.625% to 9.25%
  through 2009. . . . . . . . . . . . . . . .       745,500         745,500
                                                  ---------       --------- 
Total senior notes payable. . . . . . . . . .    $2,918,335      $2,821,091
                                                  =========       =========


                                                  March 31,    December 31,
                                               ------------    ------------
Subordinated Notes Payable                             1995            1994
                                               ------------    ------------

Non-interest bearing notes due              
 Pitney Bowes Inc.  . . . . . . . . . . . . .    $  132,995      $  132,995
12.75% note due in 1995 . . . . . . . . . . .             -             740
                                                  ---------       ---------
Total subordinated notes payable. . . . . . .    $  132,995      $  133,735
                                                  =========       =========


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 9 of 17

Note 4:
- ------

The Company adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (FAS 112), as of January
1, 1994.  FAS 112 required that postemployment benefits be recognized on the
accrual basis of accounting.  Postemployment benefits include primarily
Company provided medical benefits to disabled employees and Company provided
life insurance as well as other disability- and death-related benefits to
former or inactive employees, their beneficiaries and covered dependents. 
The one-time effect of adopting FAS 112 in the first quarter of 1994 was a 
non-cash, after-tax charge of $2.8 million (net of approximately $1.9 million 
of income taxes).

In October 1994, an amendment of FAS 114, Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures" was issued.  As required, both pronouncements
were adopted effective January 1, 1995 with no material effect to the
Company.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 10 of 17

Item 2.   Management's Narrative Analysis of the Results of Operations
          ------------------------------------------------------------

Results of Operations - first quarter of 1995 compared to first quarter of
1994
- --------------------------------------------------------------------------

Income before effect of a change in accounting for postemployment benefits
for the first quarter of 1995 increased 7.0 percent to $36.0 million.  In the
first quarter of 1994, the Company adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits" (FAS
112).  Additional information with respect to accounting for postemployment
benefits is disclosed in Note 4 to the Company's consolidated financial
statements.  Net income in 1995 increased 16.8 percent from the first quarter
of 1994 inclusive of the FAS 112 adjustment.

Finance income in the first quarter of 1995 increased 17.0 percent to $152.1
million.  Finance income for Internal small-ticket financing programs
increased 11.8 percent to $73.2 million and External large-ticket financing
programs increased 21.8 percent to $46.4 million primarily due to higher
investment levels and higher income from fee-based programs.  Finance income
related to External small-ticket financing programs increased 15.4 percent to
$25.2 million primarily due to higher investment levels and higher lease
rates in 1995.  Revenue generated from mortgage servicing increased to $7.3
million in the first quarter of 1995 compared with $4.6 million in the first
quarter of 1994, due to a larger mortgage servicing portfolio.

Selling, general and administrative (SG&A) expenses were $32.0 million in the
first quarter of 1995 compared to $26.4 million in 1994.  SG&A expenses for
Internal small-ticket financing programs decreased $.2 million in 1995 to
$13.8 million primarily due to lower amortization of deferred initial direct
costs.  SG&A expenses for External large-ticket financing programs increased
$1.2 million in 1995 to $4.5 million primarily due to higher personnel
related expenses and higher utilization of corporate systems and legal
resources and support.  SG&A expenses for External small-ticket financing
programs increased $3.9 million in 1995 to $10.8 million principally due to
a higher level of marketing fees paid to brokers on higher levels of new
business and higher costs related to managing the Company's assets
transferred from its German affiliate.  SG&A expenses related to mortgage
servicing increased $.7 million in 1995 to $2.9 million primarily due to
higher operating costs associated with the larger mortgage servicing
portfolio.

Depreciation on operating leases was $3.0 million in the first quarter of
1995 compared to $2.6 million in 1994 reflecting a higher operating lease 
investment balance in 1995.  Amortization of purchased mortgage servicing 
rights was $3.3 million in the first quarter of 1995 compared to $2.3 million 
in 1994 due to the larger mortgage servicing portfolio.  Amortization of
deferred costs associated with the Company's participation in a partnership
transaction was $.6 million for the first quarter of 1995 compared to $1.0
million for the same period of 1994.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 11 of 17

The provision for credit losses for the first quarter of 1995 was $12.3
million compared to $14.1 million in the first quarter of 1994.  The
provision for Internal small-ticket financing programs increased 2.6 percent
to $8.4 million primarily due to higher investment levels.  The provision for
External large-ticket financing programs was a credit of $.7 million in the
first quarter of 1995 compared with a charge of $1.1 million in the first
quarter of 1994, reflecting the differential between the aggregate reserve
balance and management's current evaluation of expected losses.  The
provision for External small-ticket financing programs was $4.6 million for
the first quarter of 1995 compared with $4.8 million for the same period in
1994, reflecting favorable loss experience.

The Company's allowance for credit losses as a percentage of net lease
receivables (net investments before allowance for credit losses and deferred
investment tax credits plus the uncollected principal balance of receivables
sold) decreased from 2.12 percent at December 31, 1994 to 2.00 percent at
March 31, 1995 principally due to write-offs of $8.8 million relating to
assets transferred from its German affiliate.  

Interest expense was $48.5 million in the first quarter of 1995 compared with
$33.3 million in 1994.  The increase primarily reflects higher short-term
interest rates as well as higher average borrowings in 1995.  The effective
interest rate on average borrowings was 6.76 percent for the first quarter of
1995 compared to 5.45 percent for the same period of 1994.  This unfavorable 
comparison is expected to continue as interest rates rise and higher levels
of debt are maintained through the second quarter of 1995.  The Company does
not match fund its financing investments and does not apply different
interest rates to its various financing portfolios.  

Excluding ITC amortization, the effective tax rate for the first quarter of
1995 was 31.5 percent compared with 33.6 percent for the same period of 1994. 
The decrease is principally due to the impact of the residual portfolio
purchase completed in the fourth quarter of 1994 and a higher level of tax-
exempt income.

The Company's ratio of earnings to fixed charges was 2.07 times for the first
quarter of 1995 compared with 2.50 times for the same period of 1994.  The
decrease reflects a significantly higher effective interest rate in 1995.

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 71 percent
short-term and 29 percent long-term at March 31, 1995 and 70 percent short-
term and 30 percent long-term at December 31, 1994.  PBCC's swap-adjusted
variable-rate versus fixed-rate debt mix was 57 percent variable-rate and 43
percent fixed-rate at March 31, 1995 and 56 percent variable-rate and 44
percent fixed-rate at December 31, 1994.  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.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 12 of 17

The Company has $400 million available from a $500 million shelf registration
statement filed with the Securities and Exchange Commission in October 1992. 
This should meet the Company's long-term financing needs for approximately
the next two years.  The Company also had unused lines of credit and
revolving credit facilities totaling $1.74 billion at March 31, 1995, largely
supporting commercial paper borrowings.

The Company continues to develop strategies in support of ongoing debt level
management.  Emphasis on fee-based transactions and consideration of the sale
of certain financing transactions are expected to continue to control the
growth of External large-ticket investments and debt levels.

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 and its subsidiaries, the level of
External Division financing activity and the refinancing of maturing debt.

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 first quarter of 1995 decreased .1
percent from December 31, 1994.  The decrease is principally due to a
seasonally lower level of new financing volume in the External large-ticket
financing programs being added during the quarter relative to portfolio
liquidations.  This decrease is partly offset by a favorable financing volume
relative to portfolio liquidations in both the Internal and External small-
ticket financing programs.  Gross finance assets at March 31, 1995 were 9.1
percent, or $412.2 million, higher than March 31, 1994.  Overall levels of
lease receivables are in line with management's expectations.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 13 of 17

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 .58 times at March 31, 1995 and
.61 times at December 31, 1994.  

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, if needed, under revolving credit facilities and credit lines.

In December 1992, as part of the restructuring and reincorporation of its
German affiliate, Adrema Leasing Corporation (Adrema), the Company purchased
certain finance receivables and other assets from Adrema.  In connection with
these assets, Pitney Bowes Inc. and the Company (Companies) have completed
their inquiry and evaluation, begun in 1993, of the assets and liabilities of
the German leasing business.  At this time, the Companies believe that
sufficient reserves for credit losses are in place to provide for currently
expected losses.  As part of the orderly liquidation of assets from leasing
non-Pitney Bowes products in Germany, Adrema continues to bill and collect
accounts and repossess and remarket collateral where possible.  These
activities are expected to continue for the remainder of the lease terms.

The Companies are scrutinizing the circumstances surrounding the losses. 
German authorities have undertaken criminal proceedings with respect to the
conduct of certain German lessees of non-Pitney Bowes products and, at the
request of the Companies, with respect to the disposition of the Companies'
German leasing business assets.  These proceedings include the former general
manager of the Companies' German leasing business and others involved in that
business.  The principals of one of the Companies' large German leasing
accounts have been convicted of fraud against Adrema and others.  The
Companies are party to certain civil litigation and are continuing their
evaluation of additional actions they can take against former management
personnel of their German leasing business and others.


<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 14 of 17





                        Part II - Other Information
                        ---------------------------

Item 1. Legal proceedings

        The Company is 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.

        Pitney Bowes has been advised that the Antitrust Division of the
        United States Department of Justice is conducting a civil
        investigation of its postage equipment business (including
        subsidiaries) to determine whether there is, has been, or may be a
        violation of the surviving provisions of the 1959 consent decree
        between Pitney Bowes and the U.S. Department of Justice, and or the
        antitrust laws.  The Company intends to cooperate with the
        Department's investigation.
        
Item 6. Exhibits and Reports on Form 8-K

         (a) 1. Financial Statements - see index on page 2

             2. Exhibits (numbered in accordance with Item 601 of
                Regulation S-K)

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

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

                  (27)    Financial Data Schedule      See Exhibit (ii)
                                                       on page 17          
    
                There are no unregistered debt instruments in which the total
                amount of securities authorized thereunder exceeds 10 percent
                of the total assets of the Company.  Copies of all
                instruments defining the rights of securities holders are
                available upon request.

         (b)    No reports on Form 8-K were filed for the three months ended
                March 31, 1995.




<PAGE>
Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 15 of 17





                           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




Date:    May 11, 1995               /s/ G. Kirk Hudson            
     --------------------           -----------------------------
                                    G. Kirk Hudson
                                    Vice President - Finance
                                    (Principal Financial Officer)




                                    /s/ Thomas P. Santora         
                                    ------------------------------
                                    Thomas P. Santora
                                    Controller
                                    (Principal Accounting Officer)





Pitney Bowes Credit Corporation - Form 10-Q
Three Months Ended March 31, 1995
Page 16 of 17




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


(Dollars in thousands)


                                               Three Months Ended 
                                                    March 31,     
                                              --------------------
                                                 1995         1994
                                              -------      -------
    Income before income taxes . . . . . .   $ 52,465     $ 50,537
                                              -------      -------
    Fixed charges:
     Interest on debt  . . . . . . . . . .     48,549       33,324
     1/3 rental expense  . . . . . . . . .        392          347
                                              -------      -------
     Total fixed charges . . . . . . . . .     48,941       33,671
                                              -------      -------
    Total  . . . . . . . . . . . . . . . .   $101,406     $ 84,208
                                              =======      =======

    Ratio of earnings to fixed
      charges (1). . . . . . . . . . . . .      2.07X        2.50X
                                              =======      =======



(1)  The ratio of earnings to fixed charges has been computed by
     dividing income before income taxes and fixed charges by fixed
     charges.  Fixed charges consist of interest on debt and one-
     third rental expense as representative of the interest portion
     of rentals.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 03/31/95
INCOME STATEMENT AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           8,926
<SECURITIES>                                         0
<RECEIVABLES>                                4,371,000
<ALLOWANCES>                                    89,755
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,469,940
<CURRENT-LIABILITIES>                        2,435,125
<BONDS>                                              0
<COMMON>                                        46,000
                                0
                                          0
<OTHER-SE>                                     747,807
<TOTAL-LIABILITY-AND-EQUITY>                 4,469,940
<SALES>                                              0
<TOTAL-REVENUES>                               152,170
<CGS>                                                0
<TOTAL-COSTS>                                   38,888
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                12,268
<INTEREST-EXPENSE>                              48,549
<INCOME-PRETAX>                                 52,465
<INCOME-TAX>                                    16,496
<INCOME-CONTINUING>                             35,969
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,969
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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