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Issuer Delisting; Notice of Application To Withdraw From Listing and Registration (Pitney Bowes Credit Corporation, 5.75% Notes (Due 2008)) From the New York Stock Exchange, Inc. File No. 1-6661

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Start Preamble September 23, 2002.

Pitney Bowes Credit Corporation, a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 12d2-2(d) thereunder,[2] to withdraw its 5.75% Notes (Due 2008) (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Issuer stated in its application that is has complied with all applicable laws in effect in the state of Delaware, in which it is incorporated, and with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the NYSE and from registration under Section 12(b) of the Act [3] and shall not affect its obligation to be registered under Section 12(g) of the Act.[4]

The Board of Trustees (“Board”) of the Issuer approved a resolution on August 30, 2002 to withdraw the Issuer's Security from listing on the NYSE. In making the decision to withdraw its Security from the NYSE, the Issuer noted that: (i) There are a limited number of registered holders of the Security; and (ii) delisting and deregistration of the Security will result in significant cost savings for the Issuer.

Any interested person may, on or before October 15, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Jonathan G. Katz,


End Signature End Preamble


[FR Doc. 02-24606 Filed 9-26-02; 8:45 am]