<PAGE>


      As filed with the Securities and Exchange Commission on April 7, 2006

                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               THE BRINK'S COMPANY
             (Exact Name of Registrant as specified in its charter)


             Virginia                                           54-1317776
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                            Identification No.)


                               1801 Bayberry Court
                                 P.O. Box 18100
                          Richmond, Virginia 23226-8100
           (Address including zip code of Principal Executive Offices)

                            ------------------------

                 THE BRINK'S COMPANY 2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                            ------------------------
                                 Austin F. Reed
                       Vice President, General Counsel and
                                    Secretary
                               The Brink's Company
                               1801 Bayberry Court
                                 P.O. Box 18100
                          Richmond, Virginia 23226-8100
                                 (804) 289-9600

                            ------------------------

 (Name, address and telephone number, including area code, of agent for service)

                            ------------------------


                            ------------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                        Proposed Maximum   Proposed Maximum
Title of Securities       Amount to be   Offering Price       Aggregate           Amount of
to be Registered          Registered       Per Share       Offering Price    Registration Fee
----------------------------------------------------------------------------------------------
<S> <C>
Common stock, par value   5,000,000(1)     $50.82(2)        $254,100,000(2)     $27,189(2)
$1.00 per share
==============================================================================================
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits,  stock dividends or
     similar transactions.  Includes rights to purchase The Brink's Company (the
     "Company"  or the  "Registrant")  Common  Stock,  issuable  pursuant to the
     Amended and Restated Rights Agreement dated as of September 1, 2003 between
     the Registrant and Computershare  Trust Company,  N.A. (formerly  Equiserve
     Trust Company, N.A.), as Rights Agent, as may be amended from time to time.

(2)  Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of
     1933, as amended (the "1933 Act"),  solely for the purpose of computing the
     registration  fee,  based on the  average of the high and low prices of the
     securities being registered hereby on the New York Stock Exchange on April
     4, 2006.
==============================================================================================
</TABLE>




<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  specified  in  Item  1  and  Item  2 of  Part  I  of  the
Registration  Statement on Form S-8 (the  "Registration  Statement")  is omitted
from this filing in  accordance  with the  provisions of Rule 428 under the 1933
Act and the  introductory  note to  Part I of the  Registration  Statement.  The
documents  containing the  information  specified in Part I will be delivered to
the participants in the plan covered by this Registration  Statement as required
by Rule 428(b)(1).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Registrant pursuant to the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"),  are  incorporated  herein by
reference.

     (1) The Registrant's  Annual Report on Form 10-K, for the fiscal year ended
December 31, 2005.

     (2) All reports  filed  pursuant to Section  13(a) or 15(d) of the 1934 Act
subsequent to the filing of the item mentioned in (1) above.

     (3) The description of Registrant's common stock,  attached as Exhibit 1 to
the Registrant's Registration Statement on Form 8-A filed with the Commission as
of December 4, 1995,  including  any  amendment  thereto or report filed for the
purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

     Any  statement  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
incorporated  or 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 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Austin  F.  Reed,  who is  opining  on the  legality  of the  shares  being
registered  (see  Exhibit 5  hereto),  is  employed  by the  Registrant  as Vice
President,  General  Counsel and  Secretary.  Mr. Reed owns common  stock of the
Registrant, options to purchase the Registrant's common stock and, pursuant to a
deferred   compensation   program,   units  representing  common  stock  of  the
Registrant.


<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under the Virginia Stock Corporation Act, unless otherwise  required by its
Amended  and  Restated  Articles  of  Incorporation,  the Company is required to
indemnify  a director  or officer  who  entirely  prevails in the defense of any
proceeding to which he or she was a party because he or she is or was a director
or officer of the Company  against  reasonable  expenses  incurred in connection
with the proceeding.  Such Act also authorizes Virginia  corporations to provide
additional indemnification in certain specified instances.  Accordingly, Article
VIII of the  Amended  and  Restated  Articles  of  Incorporation  of the Company
provides  that each  officer,  director  or  employee  of the  Company  shall be
entitled to indemnity, including indemnity with respect to a proceeding by or in
the right of the Company,  to the fullest extent required or permitted under the
provisions of the Virginia Stock Corporation Act as in effect from time to time,
except for an indemnity against willful misconduct or a knowing violation of the
criminal  law.  Furthermore,  the Company is  required  to  promptly  pay for or
reimburse the reasonable  expenses,  including  attorneys' fees,  incurred by an
officer,  director or employee of the Company in connection  with any proceeding
(whether or not made a party)  arising  from his or her status as such  officer,
director or employee,  in advance of final  disposition  of any such  proceeding
upon  receipt by the Company  from such  officer,  director or employee of (a) a
written  statement  of good faith belief that he or she is entitled to indemnity
by the Company and (b) a written  undertaking,  executed personally or on his or
her behalf, to repay the amount so paid or reimbursed if after final disposition
of such  proceeding it is determined  that he or she did not meet the applicable
standard of conduct.

     Certain executive  officers of the Company have  indemnification  contracts
with the Company.  The contracts provide  indemnification  to the same extent as
the Company's Amended and Restated Articles of Incorporation and provide for the
advancement  of attorneys'  fees.  The Company also has directors' and officers'
insurance  which  protects each  director or officer from  liability for actions
taken in their capacity as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

     4.1  Amended  and  Restated  Articles of  Incorporation  of  the Registrant
          (incorporated  herein by reference to Exhibit 3(i) to the Registrant's
          Current Report on Form 8-K filed on March 2, 2005).

     4.2  Amended and Restated Bylaws of the  Registrant (incorporated herein by
          reference to Exhibit 3(ii) to the Registrant's Current Report on Form
          8-K filed on November 22, 2005).

     4.3  Amended and  Restated Rights  Agreement dated as  of September 1, 2003
          between the Registrant and Computershare Trust Company, N.A. (formerly
          Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
          Right   Certificate   (incorporated   herein  by   reference   to  the
          Registrant's  Exhibit 1 to  Amendment  No. 4 to Form  8-A/A,  filed on
          October 9, 2003).

     5    Opinion of  Austin F. Reed, Esq., Vice President, General Counsel  and
          Secretary.

     23.1 Consent of  KPMG LLP,  Independent Registered  Public Accounting Firm.

     23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).

     24   Powers of Attorney.

     99   The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
          reference to Exhibit A of the Registrant's proxy statement dated March
          25, 2005).


                                       2


<PAGE>


ITEM 9.  UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for the purpose of determining  liability  under the 1933 Act to
any purchaser:

          (i) If the Company is relying on Rule 430B:

                    (A) Each  prospectus  filed by the Company  pursuant to Rule
               424(b)(3)  shall  be  deemed  to  be  part  of  the  registration
               statement as of the date the filed  prospectus was deemed part of
               and included in the registration statement; and

                    (B) Each  prospectus  required to be filed  pursuant to Rule
               424(b)(2),  (b)(5), or (b)(7) as part of a registration statement
               in reliance on Rule 430B relating to an offering made pursuant to
               Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
               information  required  by section  10(a) of the 1933 Act shall be
               deemed to be part of and included in the  registration  statement
               as of the  earlier of the date such form of  prospectus  is first
               used after  effectiveness  or the date of the first  contract  of
               sale of securities in the offering  described in the  prospectus.
               As provided in Rule 430B,  for  liability  purposes of the issuer
               and any  person  that is at that date an  underwriter,  such date
               shall be deemed to be a new  effective  date of the  registration
               statement   relating  to  the  securities  in  the   registration
               statement to which that prospectus  relates,  and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof. Provided,  however, that no statement
               made in a  registration  statement or prospectus  that is part of
               the registration  statement or made in a document incorporated or
               deemed incorporated by reference into the registration  statement
               or prospectus that is part of the registration statement will, as
               to a  purchaser  with a time of  contract  of sale  prior to such
               effective  date,  supersede or modify any statement that was made
               in the registration  statement or prospectus that was part of the
               registration  statement or made in any such document  immediately
               prior to such effective date; or

          (ii) If the  Company is subject to Rule 430C,  each  prospectus  filed
     pursuant to Rule 424(b) as part of a registration  statement relating to an
     offering,  other than registration statements relying on Rule 430B or other
     than  prospectuses  filed in reliance  on Rule 430A,  shall be deemed to be
     part of and  included in the  registration  statement  as of the date it is
     first used after effectiveness.  Provided,  however, that no statement made
     in a registration  statement or prospectus that is part of the registration
     statement  or made in a document  incorporated  or deemed  incorporated  by
     reference into the registration statement or prospectus that is part of the
     registration  statement  will, as to a purchaser with a time of contract of
     sale prior to such first use,  supersede or modify any  statement  that was
     made in the  registration  statement  or  prospectus  that  was part of the
     registration  statement or made in any such document  immediately  prior to
     such date of first use.

     (5) That, for the purpose of determining liability of the Company under the
1933 Act to any purchaser in the initial  distribution  of the  securities,  the
undersigned  Company  undertakes that in a primary offering of securities of the
undersigned Company pursuant to this Registration  Statement,  regardless of the
underwriting  method  used to  sell  the  securities  to the  purchaser,  if the
securities  are  offered  or sold to such  purchaser  by means of the  following
communication,  the  undersigned  Company will be a seller to the  purchaser and
will be considered to offer or sell such securities to such purchaser:


                                       3


<PAGE>

          (i)  any  preliminary  prospectus  or  prospectus  of the  undersigned
     Registrant  relating to the offering  required to be filed pursuant to Rule
     424;

          (ii) any free writing prospectus  relating to the offering prepared by
     or on behalf  of the  undersigned  Company  or used or  referred  to by the
     undersigned Company;

          (iii) the portion of any other free writing prospectus relating to the
     offering containing  material  information about the undersigned Company or
     its securities provided by or on behalf of the undersigned Company; and

          (iv) any other  communication that is an offer in the offering made by
     the undersigned Company to the purchaser.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the 1933 Act,  each  filing of the  Company's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission,  such  indemnification is against public
policy as expressed  in the 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.


                                       4


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 City of
Richmond, Commonwealth of Virginia, on the 6th day of April, 2006.


                            THE BRINK'S COMPANY




                            By:    /s/ Robert T. Ritter
                                   ------------------------------------------
                            Name:  Robert T. Ritter
                            Title: Vice President and Chief Financial Officer



                                       5


<PAGE>



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

               Signature                          Title                Date
               ---------                          -----                ----

          /s/ Michael T. Dan    Chairman, President and Chief      April 6, 2006
------------------------------  Executive Officer (principal
               M. T. Dan        executive officer)


         /s/ Robert T. Ritter   Vice President and Chief           April 6, 2006
------------------------------  Financial Officer (principal
             R. T. Ritter       financial officer and principal
                                accounting officer)


                  *            Director                            April 6, 2006
------------------------------
            R. G. Ackerman


                   *            Director                           April 6, 2006
------------------------------
             B. C. Alewine


                  *            Director                            April 6, 2006
------------------------------
             J. R. Barker


                   *            Director                           April 6, 2006
------------------------------
           M. C. Breslawsky


                  *            Director                            April 6, 2006
------------------------------
             J. S. Brinzo


                  *            Director                            April 6, 2006
------------------------------
            J. L. Broadhead


                   *            Director                           April 6, 2006
------------------------------
              R. M. Gross


                                Director
------------------------------
             M. D. Martin


                                Director
------------------------------
             L. J. Mosner


                  *            Director                            April 6, 2006
------------------------------
             C. S. Sloane


                   *            Director                           April 6, 2006
------------------------------
             R. L. Turner


* By:   /s/ Austin F. Reed
        --------------------------------
        Austin F. Reed, Attorney-in-Fact


                                       6

<PAGE>

                                  EXHIBIT INDEX



     4.1  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
          (incorporated  herein by reference to Exhibit 3(i) to the Registrant's
          Current Report on Form 8-K filed on March 2, 2005).

     4.2  Amended and Restated  Bylaws of the Registrant (incorporated herein by
          reference to Exhibit 3(ii) to the Registrant's  Current Report on Form
          8-K filed on November 22, 2005).

     4.3  Amended and  Restated  Rights Agreement dated  as of September 1, 2003
          between the Registrant and Computershare Trust Company, N.A. (formerly
          Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
          Right   Certificate   (incorporated   herein  by   reference   to  the
          Registrant's  Exhibit 1 to  Amendment  No. 4 to Form  8-A/A,  filed on
          October 9, 2003).

     5    Opinion  of  Austin F. Reed, Esq., Vice President, General Counsel and
          Secretary.

     23.1 Consent of  KPMG LLP, Independent Registered Public  Accounting  Firm.

     23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).

     24   Powers of Attorney.

     99   The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
          reference to Exhibit A of the Registrant's proxy statement dated March
          25, 2005).
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23087}]
{"company-data": {"conformed-name": "BRINKS CO", "cik": "0000078890", "assigned-sic": "4731", "irs-number": "541317776", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133073", "film-number": "06747443"}, "business-address": {"street1": "1801 BAYBERRY COURT", "street2": "P O BOX 18100", "city": "RICHMOND", "state": "VA", "zip": "23226-1800", "phone": "8042899623"}, "mail-address": {"street1": "1801 BAYBERRY COURT", "street2": "P O BOX 18100", "city": "RICHMOND", "state": "VA", "zip": "23226-8100"}, "former-company": {"former-conformed-name": "PITTSTON CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 7, 2006

                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               THE BRINK'S COMPANY
             (Exact Name of Registrant as specified in its charter)

             Virginia                                           54-1317776
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                               1801 Bayberry Court
                                 P.O. Box 18100
                          Richmond, Virginia 23226-8100
           (Address including zip code of Principal Executive Offices)

                            ------------------------

                 THE BRINK'S COMPANY 2005 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                            ------------------------
                                 Austin F. Reed
                       Vice President, General Counsel and
                                    Secretary
                               The Brink's Company
                               1801 Bayberry Court
                                 P.O. Box 18100
                          Richmond, Virginia 23226-8100
                                 (804) 289-9600

                            ------------------------

 (Name, address and telephone number, including area code, of agent for service)

                            ------------------------

                            ------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================
                                        Proposed Maximum   Proposed Maximum
Title of Securities       Amount to be   Offering Price       Aggregate           Amount of
to be Registered          Registered       Per Share       Offering Price    Registration Fee
----------------------------------------------------------------------------------------------
Common stock, par value   5,000,000(1)     $50.82(2)        $254,100,000(2)     $27,189(2)
$1.00 per share
==============================================================================================
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits,  stock dividends or
     similar transactions.  Includes rights to purchase The Brink's Company (the
     "Company"  or the  "Registrant")  Common  Stock,  issuable  pursuant to the
     Amended and Restated Rights Agreement dated as of September 1, 2003 between
     the Registrant and Computershare  Trust Company,  N.A. (formerly  Equiserve
     Trust Company, N.A.), as Rights Agent, as may be amended from time to time.

(2)  Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of
     1933, as amended (the "1933 Act"),  solely for the purpose of computing the
     registration  fee,  based on the  average of the high and low prices of the
     securities being registered hereby on the New York Stock Exchange on April
     4, 2006.
==============================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  specified  in  Item  1  and  Item  2 of  Part  I  of  the
Registration  Statement on Form S-8 (the  "Registration  Statement")  is omitted
from this filing in  accordance  with the  provisions of Rule 428 under the 1933
Act and the  introductory  note to  Part I of the  Registration  Statement.  The
documents  containing the  information  specified in Part I will be delivered to
the participants in the plan covered by this Registration  Statement as required
by Rule 428(b)(1).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Registrant pursuant to the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"),  are  incorporated  herein by
reference.

     (1) The Registrant's  Annual Report on Form 10-K, for the fiscal year ended
December 31, 2005.

     (2) All reports  filed  pursuant to Section  13(a) or 15(d) of the 1934 Act
subsequent to the filing of the item mentioned in (1) above.

     (3) The description of Registrant's common stock,  attached as Exhibit 1 to
the Registrant's Registration Statement on Form 8-A filed with the Commission as
of December 4, 1995,  including  any  amendment  thereto or report filed for the
purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

     Any  statement  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
incorporated  or 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 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Austin  F.  Reed,  who is  opining  on the  legality  of the  shares  being
registered  (see  Exhibit 5  hereto),  is  employed  by the  Registrant  as Vice
President,  General  Counsel and  Secretary.  Mr. Reed owns common  stock of the
Registrant, options to purchase the Registrant's common stock and, pursuant to a
deferred   compensation   program,   units  representing  common  stock  of  the
Registrant.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under the Virginia Stock Corporation Act, unless otherwise  required by its
Amended  and  Restated  Articles  of  Incorporation,  the Company is required to
indemnify  a director  or officer  who  entirely  prevails in the defense of any
proceeding to which he or she was a party because he or she is or was a director
or officer of the Company  against  reasonable  expenses  incurred in connection
with the proceeding.  Such Act also authorizes Virginia  corporations to provide
additional indemnification in certain specified instances.  Accordingly, Article
VIII of the  Amended  and  Restated  Articles  of  Incorporation  of the Company
provides  that each  officer,  director  or  employee  of the  Company  shall be
entitled to indemnity, including indemnity with respect to a proceeding by or in
the right of the Company,  to the fullest extent required or permitted under the
provisions of the Virginia Stock Corporation Act as in effect from time to time,
except for an indemnity against willful misconduct or a knowing violation of the
criminal  law.  Furthermore,  the Company is  required  to  promptly  pay for or
reimburse the reasonable  expenses,  including  attorneys' fees,  incurred by an
officer,  director or employee of the Company in connection  with any proceeding
(whether or not made a party)  arising  from his or her status as such  officer,
director or employee,  in advance of final  disposition  of any such  proceeding
upon  receipt by the Company  from such  officer,  director or employee of (a) a
written  statement  of good faith belief that he or she is entitled to indemnity
by the Company and (b) a written  undertaking,  executed personally or on his or
her behalf, to repay the amount so paid or reimbursed if after final disposition
of such  proceeding it is determined  that he or she did not meet the applicable
standard of conduct.

     Certain executive  officers of the Company have  indemnification  contracts
with the Company.  The contracts provide  indemnification  to the same extent as
the Company's Amended and Restated Articles of Incorporation and provide for the
advancement  of attorneys'  fees.  The Company also has directors' and officers'
insurance  which  protects each  director or officer from  liability for actions
taken in their capacity as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

     4.1  Amended  and  Restated  Articles of  Incorporation  of  the Registrant
          (incorporated  herein by reference to Exhibit 3(i) to the Registrant's
          Current Report on Form 8-K filed on March 2, 2005).

     4.2  Amended and Restated Bylaws of the  Registrant (incorporated herein by
          reference to Exhibit 3(ii) to the Registrant's Current Report on Form
          8-K filed on November 22, 2005).

     4.3  Amended and  Restated Rights  Agreement dated as  of September 1, 2003
          between the Registrant and Computershare Trust Company, N.A. (formerly
          Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
          Right   Certificate   (incorporated   herein  by   reference   to  the
          Registrant's  Exhibit 1 to  Amendment  No. 4 to Form  8-A/A,  filed on
          October 9, 2003).

     5    Opinion of  Austin F. Reed, Esq., Vice President, General Counsel  and
          Secretary.

     23.1 Consent of  KPMG LLP,  Independent Registered  Public Accounting Firm.

     23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).

     24   Powers of Attorney.

     99   The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
          reference to Exhibit A of the Registrant's proxy statement dated March
          25, 2005).

                                       2
ITEM 9.  UNDERTAKINGS

     (a) The undersigned Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for the purpose of determining  liability  under the 1933 Act to
any purchaser:

          (i) If the Company is relying on Rule 430B:

                    (A) Each  prospectus  filed by the Company  pursuant to Rule
               424(b)(3)  shall  be  deemed  to  be  part  of  the  registration
               statement as of the date the filed  prospectus was deemed part of
               and included in the registration statement; and

                    (B) Each  prospectus  required to be filed  pursuant to Rule
               424(b)(2),  (b)(5), or (b)(7) as part of a registration statement
               in reliance on Rule 430B relating to an offering made pursuant to
               Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
               information  required  by section  10(a) of the 1933 Act shall be
               deemed to be part of and included in the  registration  statement
               as of the  earlier of the date such form of  prospectus  is first
               used after  effectiveness  or the date of the first  contract  of
               sale of securities in the offering  described in the  prospectus.
               As provided in Rule 430B,  for  liability  purposes of the issuer
               and any  person  that is at that date an  underwriter,  such date
               shall be deemed to be a new  effective  date of the  registration
               statement   relating  to  the  securities  in  the   registration
               statement to which that prospectus  relates,  and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof. Provided,  however, that no statement
               made in a  registration  statement or prospectus  that is part of
               the registration  statement or made in a document incorporated or
               deemed incorporated by reference into the registration  statement
               or prospectus that is part of the registration statement will, as
               to a  purchaser  with a time of  contract  of sale  prior to such
               effective  date,  supersede or modify any statement that was made
               in the registration  statement or prospectus that was part of the
               registration  statement or made in any such document  immediately
               prior to such effective date; or

          (ii) If the  Company is subject to Rule 430C,  each  prospectus  filed
     pursuant to Rule 424(b) as part of a registration  statement relating to an
     offering,  other than registration statements relying on Rule 430B or other
     than  prospectuses  filed in reliance  on Rule 430A,  shall be deemed to be
     part of and  included in the  registration  statement  as of the date it is
     first used after effectiveness.  Provided,  however, that no statement made
     in a registration  statement or prospectus that is part of the registration
     statement  or made in a document  incorporated  or deemed  incorporated  by
     reference into the registration statement or prospectus that is part of the
     registration  statement  will, as to a purchaser with a time of contract of
     sale prior to such first use,  supersede or modify any  statement  that was
     made in the  registration  statement  or  prospectus  that  was part of the
     registration  statement or made in any such document  immediately  prior to
     such date of first use.

     (5) That, for the purpose of determining liability of the Company under the
1933 Act to any purchaser in the initial  distribution  of the  securities,  the
undersigned  Company  undertakes that in a primary offering of securities of the
undersigned Company pursuant to this Registration  Statement,  regardless of the
underwriting  method  used to  sell  the  securities  to the  purchaser,  if the
securities  are  offered  or sold to such  purchaser  by means of the  following
communication,  the  undersigned  Company will be a seller to the  purchaser and
will be considered to offer or sell such securities to such purchaser:

                                       3
(i)  any  preliminary  prospectus  or  prospectus  of the  undersigned
     Registrant  relating to the offering  required to be filed pursuant to Rule
     424;

          (ii) any free writing prospectus  relating to the offering prepared by
     or on behalf  of the  undersigned  Company  or used or  referred  to by the
     undersigned Company;

          (iii) the portion of any other free writing prospectus relating to the
     offering containing  material  information about the undersigned Company or
     its securities provided by or on behalf of the undersigned Company; and

          (iv) any other  communication that is an offer in the offering made by
     the undersigned Company to the purchaser.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the 1933 Act,  each  filing of the  Company's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission,  such  indemnification is against public
policy as expressed  in the 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the 1933 Act, 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 City of
Richmond, Commonwealth of Virginia, on the 6th day of April, 2006.

                            THE BRINK'S COMPANY

                            By:    /s/ Robert T. Ritter
                                   ------------------------------------------
                            Name:  Robert T. Ritter
                            Title: Vice President and Chief Financial Officer

                                       5
Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

               Signature                          Title                Date
               ---------                          -----                ----

          /s/ Michael T. Dan    Chairman, President and Chief      April 6, 2006
------------------------------  Executive Officer (principal
               M. T. Dan        executive officer)

         /s/ Robert T. Ritter   Vice President and Chief           April 6, 2006
------------------------------  Financial Officer (principal
             R. T. Ritter       financial officer and principal
                                accounting officer)

                  *            Director                            April 6, 2006
------------------------------
            R. G. Ackerman

                   *            Director                           April 6, 2006
------------------------------
             B. C. Alewine

                  *            Director                            April 6, 2006
------------------------------
             J. R. Barker

                   *            Director                           April 6, 2006
------------------------------
           M. C. Breslawsky

                  *            Director                            April 6, 2006
------------------------------
             J. S. Brinzo

                  *            Director                            April 6, 2006
------------------------------
            J. L. Broadhead

                   *            Director                           April 6, 2006
------------------------------
              R. M. Gross

                                Director
------------------------------
             M. D. Martin

                                Director
------------------------------
             L. J. Mosner

                  *            Director                            April 6, 2006
------------------------------
             C. S. Sloane

                   *            Director                           April 6, 2006
------------------------------
             R. L. Turner

* By:   /s/ Austin F. Reed
        --------------------------------
        Austin F. Reed, Attorney-in-Fact

                                       6
EXHIBIT INDEX

     4.1  Amended  and  Restated  Articles of  Incorporation  of the  Registrant
          (incorporated  herein by reference to Exhibit 3(i) to the Registrant's
          Current Report on Form 8-K filed on March 2, 2005).

     4.2  Amended and Restated  Bylaws of the Registrant (incorporated herein by
          reference to Exhibit 3(ii) to the Registrant's  Current Report on Form
          8-K filed on November 22, 2005).

     4.3  Amended and  Restated  Rights Agreement dated  as of September 1, 2003
          between the Registrant and Computershare Trust Company, N.A. (formerly
          Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
          Right   Certificate   (incorporated   herein  by   reference   to  the
          Registrant's  Exhibit 1 to  Amendment  No. 4 to Form  8-A/A,  filed on
          October 9, 2003).

     5    Opinion  of  Austin F. Reed, Esq., Vice President, General Counsel and
          Secretary.

     23.1 Consent of  KPMG LLP, Independent Registered Public  Accounting  Firm.

     23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).

     24   Powers of Attorney.

     99   The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
          reference to Exhibit A of the Registrant's proxy statement dated March
          25, 2005).