c53532_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

May 13, 2008 (May 12, 2008)
Date of Report (Date of earliest event reported)

Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)

Delaware   1-3579   06-0495050
(State or other jurisdiction of   (Commission file number)   (I.R.S. Employer
incorporation or organization)       Identification No.)
 
    World Headquarters    
    1 Elmcroft Road    
    Stamford, Connecticut 06926-0700    
    (Address of principal executive offices)    

(203) 356-5000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
  ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
  OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
  OFFICERS

On May 12, 2008, Michael J. Critelli, the company’s Executive Chairman, informed the Board of Directors that he would retire from the position of Executive Chairman and as a member of the Board of Directors effective December 31, 2008. It is expected that Mr. Critelli will serve in a short transitional role from January 1, 2009 through February 28, 2009.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits
 
  99.1 Press Release dated May 12, 2008
 

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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 Inc.
May 12, 2008    
    /s/ Johnna G. Torsone
    Johnna G. Torsone
    Senior Vice President and Chief Human Resources
             Officer

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