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)
                                    ------------
                 Key Employees' Deferred Compensation Program
                             of The Pittston Company
                                       and
                        1994 Employee Stock Purchase Plan
                             of The Pittston Company
                            (Full Title of the Plans)
                                    ------------
                                 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
                        -------------------------------


<PAGE>




                         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
-------------------------------------------------------------------------------
The Pittston Company
Key Employees'
Deferred
Compensation Program

Pittston Brink's
 Group                100,000 shares    $28.688*     $2,868,800*    $797.53*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston BAX Group    200,000 shares    $10.875*     $2,175,000*    $604.65*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston Minerals
 Group                250,000 shares     $1.50*       $375,000*     $104.25*
Common Stock, par
value $1.00 per
share (including
associated Rights)

The Pittston Company
1994 Employee Stock
Purchase Program

Pittston Minerals
 Group               400,000 shares     $1.50*       $600,000*     $166.80*
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  stock  purchase  program  described
herein.


<PAGE>


                              THE PITTSTON COMPANY

      This Registration  Statement is filed pursuant to General Instruction E of
Form S-8 for the  purpose  of  registering  (i)  100,000  additional  shares  of
Pittston  Brink's  Group  Common  Stock,  par value  $1.00 per share,  including
associated rights (the "Brink's Stock"),  200,000  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 Key Employees' Deferred Compensation
Program of The Pittston Company(the  "Deferred  Compensation  Program") and (ii)
400,000  additional  shares of  Minerals  Stock  issuable  pursuant  to the 1994
Employee Stock  Purchase Plan of The Pittston  Company (the "1994 Stock Purchase
Plan"). The Pittston Company (the "Company")  initially  registered the issuance
of (i)  250,000  shares of  Pittston  Services  Group  Common  Stock  ("Services
Stock"),  and 100,000 shares of Minerals  Stock in connection  with the Deferred
Compensation  Program  and (ii)  750,000  shares of  Services  Stock and 250,000
shares of Minerals Stock in connection  with the 1994 Stock Purchase Plan on its
Registration Statement on Form S-8 (Registration No. 33-53565) as filed with the
Securities  and  Exchange   Commission  (the  "Commission")  on  May  10,  1994.
Subsequently,  the Company  amended its Restated  Articles of  Incorporation  to
redesignate  Services  Stock as Brink's  Stock and to authorize  the creation of
Pittston  Burlington Group Stock ("Burlington  Stock").  The Company distributed
one-half of one share of Burlington Stock for each outstanding share of Services
Stock (which  Services Stock was  redesignated  as Brink's  Stock).  The Company
filed Post-Effective  Amendment No. 1 to Form S-8 (Registration No. 33-53565) to
reflect the  reclassification of Services Stock as Brink's Stock and to register
shares of Burlington  Stock.  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. 33-53565 and of Post-Effective  Amendment
No. 1 thereto are incorporated by reference herein.

      Pursuant  to Rule 429,  (i) the  Prospectus  related  to shares of Brink's
Stock,  BAX Stock and Minerals Stock  registered  pursuant to this  Registration
Statement  for the  Deferred  Compensation  Program  also  relates  to shares of
Services  Stock (which  Services  Stock was  reclassified  as Brink's Stock) and
Minerals Stock registered pursuant to Registration Statement No. 33-53565 and to
shares of Burlington Stock (now BAX Stock) registered pursuant to Post-Effective
Amendment No. 1 to Registration  Statement No. 33-53565, and (ii) the Prospectus
related to shares of Minerals  Stock  registered  pursuant to this  Registration
Statement  for the 1994 Stock  Purchase  Plan also relates to shares of Services
Stock (which  Services  Stock was  reclassified  as Brink's  Stock) and Minerals
Stock registered  pursuant to Registration  Statement No. 33-53565 and to shares
of  Burlington  Stock  (now BAX Stock)  registered  pursuant  to  Post-Effective
Amendment No. 1 to Registration Statement No. 33-53565

                                       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 1994 Stock Purchase  Plan's Annual Report on Form 11-K for the year
         ended December 31, 1998;

(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 the
Company  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).



<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
1994 Stock  Purchase  Plan 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 PITTSTON COMPANY 1994 EMPLOYEE STOCK
                                    PURCHASE PLAN

                                    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 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-PLANS S-8", "secsgml_size_bytes": 18956}]
{"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": "333-78631", "film-number": "99628033"}, "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)
                                    ------------
                 Key Employees' Deferred Compensation Program
                             of The Pittston Company
                                       and
                        1994 Employee Stock Purchase Plan
                             of The Pittston Company
                            (Full Title of the Plans)
                                    ------------
                                 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
-------------------------------------------------------------------------------
The Pittston Company
Key Employees'
Deferred
Compensation Program

Pittston Brink's
 Group                100,000 shares    $28.688*     $2,868,800*    $797.53*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston BAX Group    200,000 shares    $10.875*     $2,175,000*    $604.65*
Common Stock, par
value $1.00 per
share (including
associated Rights)

Pittston Minerals
 Group                250,000 shares     $1.50*       $375,000*     $104.25*
Common Stock, par
value $1.00 per
share (including
associated Rights)

The Pittston Company
1994 Employee Stock
Purchase Program

Pittston Minerals
 Group               400,000 shares     $1.50*       $600,000*     $166.80*
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  stock  purchase  program  described
herein.
THE PITTSTON COMPANY

      This Registration  Statement is filed pursuant to General Instruction E of
Form S-8 for the  purpose  of  registering  (i)  100,000  additional  shares  of
Pittston  Brink's  Group  Common  Stock,  par value  $1.00 per share,  including
associated rights (the "Brink's Stock"),  200,000  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 Key Employees' Deferred Compensation
Program of The Pittston Company(the  "Deferred  Compensation  Program") and (ii)
400,000  additional  shares of  Minerals  Stock  issuable  pursuant  to the 1994
Employee Stock  Purchase Plan of The Pittston  Company (the "1994 Stock Purchase
Plan"). The Pittston Company (the "Company")  initially  registered the issuance
of (i)  250,000  shares of  Pittston  Services  Group  Common  Stock  ("Services
Stock"),  and 100,000 shares of Minerals  Stock in connection  with the Deferred
Compensation  Program  and (ii)  750,000  shares of  Services  Stock and 250,000
shares of Minerals Stock in connection  with the 1994 Stock Purchase Plan on its
Registration Statement on Form S-8 (Registration No. 33-53565) as filed with the
Securities  and  Exchange   Commission  (the  "Commission")  on  May  10,  1994.
Subsequently,  the Company  amended its Restated  Articles of  Incorporation  to
redesignate  Services  Stock as Brink's  Stock and to authorize  the creation of
Pittston  Burlington Group Stock ("Burlington  Stock").  The Company distributed
one-half of one share of Burlington Stock for each outstanding share of Services
Stock (which  Services Stock was  redesignated  as Brink's  Stock).  The Company
filed Post-Effective  Amendment No. 1 to Form S-8 (Registration No. 33-53565) to
reflect the  reclassification of Services Stock as Brink's Stock and to register
shares of Burlington  Stock.  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. 33-53565 and of Post-Effective  Amendment
No. 1 thereto are incorporated by reference herein.

      Pursuant  to Rule 429,  (i) the  Prospectus  related  to shares of Brink's
Stock,  BAX Stock and Minerals Stock  registered  pursuant to this  Registration
Statement  for the  Deferred  Compensation  Program  also  relates  to shares of
Services  Stock (which  Services  Stock was  reclassified  as Brink's Stock) and
Minerals Stock registered pursuant to Registration Statement No. 33-53565 and to
shares of Burlington Stock (now BAX Stock) registered pursuant to Post-Effective
Amendment No. 1 to Registration  Statement No. 33-53565, and (ii) the Prospectus
related to shares of Minerals  Stock  registered  pursuant to this  Registration
Statement  for the 1994 Stock  Purchase  Plan also relates to shares of Services
Stock (which  Services  Stock was  reclassified  as Brink's  Stock) and Minerals
Stock registered  pursuant to Registration  Statement No. 33-53565 and to shares
of  Burlington  Stock  (now BAX Stock)  registered  pursuant  to  Post-Effective
Amendment No. 1 to Registration Statement No. 33-53565

                                       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 1994 Stock Purchase  Plan's Annual Report on Form 11-K for the year
         ended December 31, 1998;

(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 the
Company  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
1994 Stock  Purchase  Plan 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 PITTSTON COMPANY 1994 EMPLOYEE STOCK
                                    PURCHASE PLAN

                                    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 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.