Registration No. 333-_________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                              The Pittston Company
             (Exact name of registrant as specified in its charter)

              VIRGINIA                             Issuer:  54-1317776
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)
                          1000 Virginia Center Parkway
                                  P.O. Box 4229
                         Glen Allen, Virginia 23058-4229
                    (Address of principal executive offices)
                                    ------------
                         The Savings-Investment Plan of
                   The Pittston Company and Its Subsidiaries

                            (Full title of the plan)
                                    ------------
                                 AUSTIN F. REED
                 Vice President, General Counsel and Secretary
                              The Pittston Company
                          1000 Virginia Center Parkway
                                  P.O. Box 4229
                         Glen Allen, Virginia 23058-4229
                                 (804) 553-3600
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                                 With a copy to:
                            Allen C. Goolsby, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                        -------------------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                        Proposed       Proposed
 Title of securities   Amount to be     maximum        maximum      Amount of
  to be registered      registered   offering price   aggregate    registration
                                       per share    offering price     fee
-------------------------------------------------------------------------------
Pittston Brink's      750,000 shares    $28.688*     $21,516,000*  $5,981.45*
Group
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston BAX Group    375,000 shares    $10.875*     $4,078,125*   $1,133.72*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston Minerals     250,000 shares     $1.50*       $375,000*     $104.25*
Group
Common Stock, par
value $1.00 per
share (including
associated Rights)
===============================================================================
      (*)  Calculated  pursuant to Rule 457(c) of the Securities Act of 1933, as
   amended  (the  "Securities  Act")  based on the  average  of the high and low
   prices of the New York Stock Exchange on May 13, 1999.
===============================================================================
      In  addition,  pursuant  to Rule 416(c)  under the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.


                              THE PITTSTON COMPANY

      This Registration  Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering  750,000  additional  shares of Pittston
Brink's  Group Common  Stock,  par value $1.00 per share,  including  associated
rights (the "Brink's  Stock"),  375,000  additional shares of Pittston BAX Group
Common Stock, par value $1.00 per share,  including  associated rights (the "BAX
Stock"),  and 250,000 additional shares of Pittston Minerals Group Common Stock,
par value $1.00 per share,  including  associated rights (the "Minerals Stock"),
issuable pursuant to The Savings-Investment Plan of the Pittston Company and Its
Subsidiaries  (the   "Savings-Investment   Plan").  The  Pittston  Company  (the
"Company")  initially registered the issuance of 60,000 shares of Brink's Stock,
80,000 shares of Pittston  Burlington  Group Common  Stock,  par value $1.00 per
share,  including associated rights (the "Burlington Stock"), and 100,000 shares
of  Minerals  Stock,  in  connection  with  the  Savings-Investment  Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-02219) as filed with
the  Securities and Exchange  Commission  (the  "Commission")  on April 3, 1996.
Effective May 4, 1998, the designation  Pittston  Burlington  Group Common Stock
and  Pittston  Burlington  Group were changed to Pittston BAX Group Common Stock
and Pittston BAX Group, respectively. The contents of Registration Statement No.
333-02219 are incorporated by reference herein.

      Pursuant to Rule 429, the  Prospectus  related to shares of Brink's Stock,
BAX Stock and Minerals Stock registered pursuant to this Registration  Statement
for the  Savings-Investment  Plan  also  relates  to shares  of  Brink's  Stock,
Burlington  Stock (now BAX Stock) and  Minerals  Stock  registered  pursuant  to
Registration Statement No. 333-02219.

                                       II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following  documents filed by the Company with the Commission pursuant
to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference into this Registration Statement:

(a)      The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998;

(b)      The  Savings-Investment  Plan's Annual Report on Form 11-K for the year
         ended December 31, 1997;

(c)      The Company's Current Report on Form 8-K dated January 4, 1999;

(d)      The Company's Current Report on Form 8-K dated March 16, 1999; and

(e)      The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1999.

      Additionally incorporated by reference into this Registration Statement is
the Description of Brink's Stock,  Burlington Stock (now BAX Stock) and Minerals
Stock attached as Exhibit 1 to the Company's  Registration Statement on Form 8-A
filed with the Commission as of December 4, 1995 (Commission File No. 1-9148).

      In addition to the foregoing,  all documents subsequently filed by (i) the
Company or (ii) the  Savings-Investment  Plan pursuant to Sections 13(a), 13(c),
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  registered  hereunder have been
issued or which deregisters all securities offered then remaining unsold,  shall
be deemed  incorporated by reference in this Registration  Statement and to be a
part  hereof  from the date of the  filing  of such  documents.  Any  statement,
including financial  statements,  contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



<PAGE>



Item 5.     Interests of Named Experts and Counsel.

      Certain legal matters regarding shares of common stock will be passed upon
for the Company by Austin F. Reed, Vice President, General Counsel and Secretary
of the Company.  Mr. Reed beneficially owns 31,560 shares Brink's Stock,  48,027
shares of BAX Stock and 25,184 shares of Minerals Stock.

Item 8.     Exhibits.

      The following exhibits are filed as part of this Registration Statement:

Exhibit No.
-----------

4.1           Restated  Articles of  Incorporation  of the  Company  dated as of
              March 18, 1998  (incorporated  by reference to Exhibit 3(i) to the
              Company's  Current  Report  on  Form  8-K  dated  March  19,  1998
              (Commission File No. 1-9148)).
4.2           Bylaws  of  the  Company,  as  amended  through  January  1,  1999
              (incorporated  by  reference  to  Exhibit  3(ii) of the  Company's
              Annual  Report on Form 10-K,  filed on March 23, 1999  (Commission
              File No. 1-9148)).
4.3           Amendment dated as of July 1, 1997 to the Rights Agreement between
              the  Company and  BankBoston,  N.A.,  as  successor  Rights  Agent
              (incorporated by reference to Exhibit 4 to the Company's Quarterly
              Report  on  Form  10-Q,  for  the  quarter  ended  June  30,  1997
              (Commission File No. 1-9148)).
4.4           Amended and Restated Rights Agreement dated as of January 19, 1996
              between the  Company and  Chemical  Mellon  Shareholder  Services,
              L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
4.5           Form of Right Certificate for the Brink's Rights (incorporated by
              reference to Exhibit B-1 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.6           Form of Right Certificate for the Mineral Rights (incorporated by
              reference to Exhibit B-2 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.7           Form of  Right  Certificate  for the  Burlington  Rights  (now BAX
              Rights)  (incorporated by reference to Exhibit B-3 of Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
5             Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
              Stock and Minerals Stock.
23            Consent of Independent Auditors.
24            Powers of Attorney (included on Signature Page).



<PAGE>

                                   SIGNATURES

The Registrant

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 14th day
of May, 1999.

                                    THE PITTSTON COMPANY



                                    By:       /s/ Austin F. Reed
                                        ---------------------------------
                                          Austin F. Reed
                                          Vice President, General Counsel and
                                          Secretary


<PAGE>




      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



         Signature                   Title                   Date


/s/ Michael T. Dan           Chairman of the             May 14, 1999
---------------------------- Board, President,
Michael T. Dan               Chief Executive
                             Officer and Director


        *                    Vice President and          May 14, 1999
---------------------------- Chief Financial
Robert T. Ritter             Officer


        *                    Director                    May 14, 1999
---------------------------
Roger G. Ackerman

        *                    Director                    May 14, 1999
---------------------------
James R. Barker

                             Director
---------------------------
Marc C. Breslawsky

        *                    Director                    May 14, 1999
---------------------------
James L. Broadhead

        *                    Director                    May 14, 1999
---------------------------
William F. Craig

        *                    Director                    May 14, 1999
---------------------------
Gerald Grinstein

        *                    Director                    May 14, 1999
---------------------------
Ronald M. Gross

        *                    Director                    May 14, 1999
---------------------------
Carl S. Sloane

                             Director
---------------------------
Robert H. Spilman

*By:          /s/ Michael T. Dan
 -----------------------------------------------
      Name: Michael T. Dan, Attorney-in-Fact


<PAGE>



                                   SIGNATURES

The Plan

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who administer the employee  benefit plan) appointed under the
Savings-Investment  Plan of The Pittston Company and Its Subsidiaries  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the County of Henrico,  Commonwealth
of Virginia on the 14th day of May, 1999.

                                    THE SAVINGS-INVESTMENT PLAN OF
                                    THE PITTSTON COMPANY AND ITS SUBSIDIARIES

                                    By:   /s/ James B. Hartough
                                        -------------------------------------
                                         James B. Hartough
                                         Member of Administrative Committee



<PAGE>




                                  EXHIBIT INDEX

Exhibit No.
--------------

4.1           Restated  Articles of  Incorporation  of the  Company  dated as of
              March 18, 1998  (incorporated  by reference to Exhibit 3(i) to the
              Company's  Current  Report  on  Form  8-K  dated  March  19,  1998
              (Commission File No. 1-9148)).
4.2           Bylaws  of  the  Company,  as  amended  through  January  1,  1999
              (incorporated  by  reference  to  Exhibit  3(ii) of the  Company's
              Annual  Report on Form 10-K,  filed on March 23, 1999  (Commission
              File No. 1-9148)).
4.3           Amendment dated as of July 1, 1997 to the Rights Agreement between
              the  Company and  BankBoston,  N.A.,  as  successor  Rights  Agent
              (incorporated by reference to Exhibit 4 to the Company's Quarterly
              Report  on  Form  10-Q,  for  the  quarter  ended  June  30,  1997
              (Commission File No. 1-9148)).
4.4           Amended and Restated Rights Agreement dated as of January 19, 1996
              between the  Company and  Chemical  Mellon  Shareholder  Services,
              L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
4.5           Form of Right Certificate for the Brink's Rights (incorporated by
              reference to Exhibit B-1 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.6           Form of Right Certificate for the Mineral Rights (incorporated by
              reference to Exhibit B-2 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.7           Form of Right  Certificate for the Burlington  Rights (now the BAX
              rights)  (incorporated by reference to Exhibit B-3 of Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
5             Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
              Stock and Minerals Stock.
23            Consent of Independent Auditors.
24            Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "THE PITTSTON COMPANY- PLAN S-8", "secsgml_size_bytes": 16951}]
{"company-data": {"conformed-name": "PITTSTON CO", "cik": "0000078890", "assigned-sic": "1220", "irs-number": "541317776", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78633", "film-number": "99628036"}, "business-address": {"street1": "P O BOX 4229", "street2": "1000 VIRGINIA CENTER PKWY", "city": "GLEN ALLEN", "state": "VA", "zip": "23058-4229", "phone": "8045533600"}, "mail-address": {"street1": "P O BOX 4229", "city": "GLEN ALLEN", "state": "VA", "zip": "23058-4229"}}
Registration No. 333-_________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                              The Pittston Company
             (Exact name of registrant as specified in its charter)

              VIRGINIA                             Issuer:  54-1317776
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)
                          1000 Virginia Center Parkway
                                  P.O. Box 4229
                         Glen Allen, Virginia 23058-4229
                    (Address of principal executive offices)
                                    ------------
                         The Savings-Investment Plan of
                   The Pittston Company and Its Subsidiaries

                            (Full title of the plan)
                                    ------------
                                 AUSTIN F. REED
                 Vice President, General Counsel and Secretary
                              The Pittston Company
                          1000 Virginia Center Parkway
                                  P.O. Box 4229
                         Glen Allen, Virginia 23058-4229
                                 (804) 553-3600
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                                 With a copy to:
                            Allen C. Goolsby, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                        -------------------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                        Proposed       Proposed
 Title of securities   Amount to be     maximum        maximum      Amount of
  to be registered      registered   offering price   aggregate    registration
                                       per share    offering price     fee
-------------------------------------------------------------------------------
Pittston Brink's      750,000 shares    $28.688*     $21,516,000*  $5,981.45*
Group
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston BAX Group    375,000 shares    $10.875*     $4,078,125*   $1,133.72*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston Minerals     250,000 shares     $1.50*       $375,000*     $104.25*
Group
Common Stock, par
value $1.00 per
share (including
associated Rights)
===============================================================================
      (*)  Calculated  pursuant to Rule 457(c) of the Securities Act of 1933, as
   amended  (the  "Securities  Act")  based on the  average  of the high and low
   prices of the New York Stock Exchange on May 13, 1999.
===============================================================================
      In  addition,  pursuant  to Rule 416(c)  under the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                              THE PITTSTON COMPANY

      This Registration  Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering  750,000  additional  shares of Pittston
Brink's  Group Common  Stock,  par value $1.00 per share,  including  associated
rights (the "Brink's  Stock"),  375,000  additional shares of Pittston BAX Group
Common Stock, par value $1.00 per share,  including  associated rights (the "BAX
Stock"),  and 250,000 additional shares of Pittston Minerals Group Common Stock,
par value $1.00 per share,  including  associated rights (the "Minerals Stock"),
issuable pursuant to The Savings-Investment Plan of the Pittston Company and Its
Subsidiaries  (the   "Savings-Investment   Plan").  The  Pittston  Company  (the
"Company")  initially registered the issuance of 60,000 shares of Brink's Stock,
80,000 shares of Pittston  Burlington  Group Common  Stock,  par value $1.00 per
share,  including associated rights (the "Burlington Stock"), and 100,000 shares
of  Minerals  Stock,  in  connection  with  the  Savings-Investment  Plan on its
Registration  Statement on Form S-8  (Registration  No. 333-02219) as filed with
the  Securities and Exchange  Commission  (the  "Commission")  on April 3, 1996.
Effective May 4, 1998, the designation  Pittston  Burlington  Group Common Stock
and  Pittston  Burlington  Group were changed to Pittston BAX Group Common Stock
and Pittston BAX Group, respectively. The contents of Registration Statement No.
333-02219 are incorporated by reference herein.

      Pursuant to Rule 429, the  Prospectus  related to shares of Brink's Stock,
BAX Stock and Minerals Stock registered pursuant to this Registration  Statement
for the  Savings-Investment  Plan  also  relates  to shares  of  Brink's  Stock,
Burlington  Stock (now BAX Stock) and  Minerals  Stock  registered  pursuant  to
Registration Statement No. 333-02219.

                                       II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following  documents filed by the Company with the Commission pursuant
to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference into this Registration Statement:

(a)      The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998;

(b)      The  Savings-Investment  Plan's Annual Report on Form 11-K for the year
         ended December 31, 1997;

(c)      The Company's Current Report on Form 8-K dated January 4, 1999;

(d)      The Company's Current Report on Form 8-K dated March 16, 1999; and

(e)      The Company's Quarterly Report on Form 10-Q for the quarter ended March
         31, 1999.

      Additionally incorporated by reference into this Registration Statement is
the Description of Brink's Stock,  Burlington Stock (now BAX Stock) and Minerals
Stock attached as Exhibit 1 to the Company's  Registration Statement on Form 8-A
filed with the Commission as of December 4, 1995 (Commission File No. 1-9148).

      In addition to the foregoing,  all documents subsequently filed by (i) the
Company or (ii) the  Savings-Investment  Plan pursuant to Sections 13(a), 13(c),
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  registered  hereunder have been
issued or which deregisters all securities offered then remaining unsold,  shall
be deemed  incorporated by reference in this Registration  Statement and to be a
part  hereof  from the date of the  filing  of such  documents.  Any  statement,
including financial  statements,  contained in a document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 5.     Interests of Named Experts and Counsel.

      Certain legal matters regarding shares of common stock will be passed upon
for the Company by Austin F. Reed, Vice President, General Counsel and Secretary
of the Company.  Mr. Reed beneficially owns 31,560 shares Brink's Stock,  48,027
shares of BAX Stock and 25,184 shares of Minerals Stock.

Item 8.     Exhibits.

      The following exhibits are filed as part of this Registration Statement:

Exhibit No.
-----------

4.1           Restated  Articles of  Incorporation  of the  Company  dated as of
              March 18, 1998  (incorporated  by reference to Exhibit 3(i) to the
              Company's  Current  Report  on  Form  8-K  dated  March  19,  1998
              (Commission File No. 1-9148)).
4.2           Bylaws  of  the  Company,  as  amended  through  January  1,  1999
              (incorporated  by  reference  to  Exhibit  3(ii) of the  Company's
              Annual  Report on Form 10-K,  filed on March 23, 1999  (Commission
              File No. 1-9148)).
4.3           Amendment dated as of July 1, 1997 to the Rights Agreement between
              the  Company and  BankBoston,  N.A.,  as  successor  Rights  Agent
              (incorporated by reference to Exhibit 4 to the Company's Quarterly
              Report  on  Form  10-Q,  for  the  quarter  ended  June  30,  1997
              (Commission File No. 1-9148)).
4.4           Amended and Restated Rights Agreement dated as of January 19, 1996
              between the  Company and  Chemical  Mellon  Shareholder  Services,
              L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
4.5           Form of Right Certificate for the Brink's Rights (incorporated by
              reference to Exhibit B-1 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.6           Form of Right Certificate for the Mineral Rights (incorporated by
              reference to Exhibit B-2 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.7           Form of  Right  Certificate  for the  Burlington  Rights  (now BAX
              Rights)  (incorporated by reference to Exhibit B-3 of Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
5             Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
              Stock and Minerals Stock.
23            Consent of Independent Auditors.
24            Powers of Attorney (included on Signature Page).
SIGNATURES

The Registrant

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 14th day
of May, 1999.

                                    THE PITTSTON COMPANY

                                    By:       /s/ Austin F. Reed
                                        ---------------------------------
                                          Austin F. Reed
                                          Vice President, General Counsel and
                                          Secretary
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                   Title                   Date

/s/ Michael T. Dan           Chairman of the             May 14, 1999
---------------------------- Board, President,
Michael T. Dan               Chief Executive
                             Officer and Director

        *                    Vice President and          May 14, 1999
---------------------------- Chief Financial
Robert T. Ritter             Officer

        *                    Director                    May 14, 1999
---------------------------
Roger G. Ackerman

        *                    Director                    May 14, 1999
---------------------------
James R. Barker

                             Director
---------------------------
Marc C. Breslawsky

        *                    Director                    May 14, 1999
---------------------------
James L. Broadhead

        *                    Director                    May 14, 1999
---------------------------
William F. Craig

        *                    Director                    May 14, 1999
---------------------------
Gerald Grinstein

        *                    Director                    May 14, 1999
---------------------------
Ronald M. Gross

        *                    Director                    May 14, 1999
---------------------------
Carl S. Sloane

                             Director
---------------------------
Robert H. Spilman

*By:          /s/ Michael T. Dan
 -----------------------------------------------
      Name: Michael T. Dan, Attorney-in-Fact
SIGNATURES

The Plan

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
(or other persons who administer the employee  benefit plan) appointed under the
Savings-Investment  Plan of The Pittston Company and Its Subsidiaries  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the County of Henrico,  Commonwealth
of Virginia on the 14th day of May, 1999.

                                    THE SAVINGS-INVESTMENT PLAN OF
                                    THE PITTSTON COMPANY AND ITS SUBSIDIARIES

                                    By:   /s/ James B. Hartough
                                        -------------------------------------
                                         James B. Hartough
                                         Member of Administrative Committee
EXHIBIT INDEX

Exhibit No.
--------------

4.1           Restated  Articles of  Incorporation  of the  Company  dated as of
              March 18, 1998  (incorporated  by reference to Exhibit 3(i) to the
              Company's  Current  Report  on  Form  8-K  dated  March  19,  1998
              (Commission File No. 1-9148)).
4.2           Bylaws  of  the  Company,  as  amended  through  January  1,  1999
              (incorporated  by  reference  to  Exhibit  3(ii) of the  Company's
              Annual  Report on Form 10-K,  filed on March 23, 1999  (Commission
              File No. 1-9148)).
4.3           Amendment dated as of July 1, 1997 to the Rights Agreement between
              the  Company and  BankBoston,  N.A.,  as  successor  Rights  Agent
              (incorporated by reference to Exhibit 4 to the Company's Quarterly
              Report  on  Form  10-Q,  for  the  quarter  ended  June  30,  1997
              (Commission File No. 1-9148)).
4.4           Amended and Restated Rights Agreement dated as of January 19, 1996
              between the  Company and  Chemical  Mellon  Shareholder  Services,
              L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
4.5           Form of Right Certificate for the Brink's Rights (incorporated by
              reference to Exhibit B-1 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.6           Form of Right Certificate for the Mineral Rights (incorporated by
              reference to Exhibit B-2 of Exhibit 2 to the Company's
              Registration Statement on Form 8-A, dated February 26, 1996
              (Commission File No. 1-9148)).
4.7           Form of Right  Certificate for the Burlington  Rights (now the BAX
              rights)  (incorporated by reference to Exhibit B-3 of Exhibit 2 to
              the Company's  Registration  Statement on Form 8-A, dated February
              26, 1996 (Commission File No. 1-9148)).
5             Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
              Stock and Minerals Stock.
23            Consent of Independent Auditors.
24            Powers of Attorney.