<PAGE>

                                               Registration No. ________________

================================================================================

                                  UNITED STATES
                       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                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                               1801 Bayberry Court
                                 P. O. Box 18100
                          Richmond, Virginia 23226-8100
                    (Address of principal executive offices)

            1994 Employee Stock Purchase Plan of The Brink's Company
                            (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, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:

                           Louanna O. Heuhsen, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================================================================================
                                                     Proposed         Proposed
                                       Amount         Maximum          Maximum         Amount of
Title of Each Class of Securities       To Be      Offering Price      Aggregate      Registration
      To Be Registered               Registered      Per Share      Offering Price        Fee
--------------------------------------------------------------------------------------------------
<S> <C>
1994 Employee Stock Purchase
  Plan of The Brink's Company
--------------------------------------------------------------------------------------------------
The Brink's Company Common Stock,
par value $1.00 per share
(including associated Rights)       500,000 shares     $31.93*       $15,965,000      $2,022.77
==================================================================================================
</TABLE>

(*) 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 on the
New York Stock  Exchange  on  November  1, 2004,  as reported in the Wall Street
Journal.

================================================================================


<PAGE>


     Pursuant to Rule 429 under the Securities  Act, the  prospectus  related to
shares  of  The  Brink's  Company  Common  Stock  registered  pursuant  to  this
Registration   Statement   also  relates  to  shares   registered   pursuant  to
Registration  Statement No. 33-53565 and Post-Effective  Amendment No. 1 thereto
and  Registration  Statement No.  333-78631 and  Post-Effective  Amendment No. 1
thereto.

     To the extent that they relate to the 1994 Employee  Stock Purchase Plan of
The Brink's  Company,  the  contents of  Registration  Statement  No.  33-53565,
Post-Effective Amendment No. 1 thereto, Registration Statement No. 333-78631 and
Post-Effective Amendment No. 1 thereto are incorporated by reference herein.

                                       2


<PAGE>


                                     PART 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  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  fiscal  year ended
December 31, 2003;

     (b) The 1994 Employee Stock Purchase  Plan's Annual Report on Form 11-K for
the fiscal year ended December 31, 2003;

     (c) The Company's  Quarterly Report on Form 10-Q for the period ended March
31, 2004;

     (d) The Company's  Quarterly  Report on Form 10-Q for the period ended June
30, 2004; and

     (e) The  Company's  Quarterly  Report  on Form  10-Q for the  period  ended
September 30, 2004.

     Additionally  incorporated by reference into this Registration Statement is
the  Description  of  Common  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 and (ii) the 1994  Employee  Stock  Purchase  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  into  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.


                                       3

<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  123,441  shares of Common Stock
and stock units.

Item 8.  Exhibits.

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


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

4        1994  Employee  Stock Purchase  Plan of The Brink's Company, as amended
         and restated as of March 12, 2004 (incorporated by reference to Exhibit
         A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
         Shareholders).

5        Opinion of Austin F. Reed, Esq., regarding Common Stock.

23.1     Consent of  Austin F. Reed, Esq. (included as part of Exhibit 5 to this
         Registration Statement).

23.2     Consent of Independent Auditors.

24       Powers of Attorney.


                                       4

<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 City of Richmond, Commonwealth of Virginia, on the 5th day of
November, 2004.

                                        THE BRINK'S COMPANY



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



                                        5

<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 Board, President      November 5, 2004
----------------------    and Chief Executive Officer
    Michael T. Dan        (Principal Executive Officer)


 /s/ Robert T. Ritter     Vice President and Chief Financial    November 5, 2004
----------------------    Officer (Principal Financial Officer
   Robert T. Ritter       and Principal Accounting Officer)


           *              Director                              November 5, 2004
----------------------
   Roger G. Ackerman

           *              Director                              November 5, 2004
----------------------
   Betty C. Alewine

                          Director
----------------------
    James R. Barker

           *              Director                              November 5, 2004
----------------------
 Marc C. Breslawsky

           *              Director                              November 5, 2004
----------------------
  James L. Broadhead

           *              Director                              November 5, 2004
----------------------
   Gerald Grinstein

           *              Director                              November 5, 2004
----------------------
    Ronald M. Gross

           *              Director                              November 5, 2004
----------------------
   Carl S. Sloane

           *              Director                              November 5, 2004
----------------------
   Ronald L. Turner



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



                                       6

<PAGE>



                                  EXHIBIT INDEX

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

4        1994 Employee  Stock Purchase Plan of  The  Brink's Company, as amended
         and restated as of March 12, 2004 (incorporated by reference to Exhibit
         A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
         Shareholders).

5        Opinion of Austin F. Reed, Esq., regarding Common Stock.

23.1     Consent of Austin F. Reed, Esq. (included as part of  Exhibit 5 to this
         Registration Statement).

23.2     Consent of Independent Auditors.

24       Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 11261}]
{"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": "333-120254", "film-number": "041123170"}, "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"}}
Registration No. ________________

================================================================================

                                  UNITED STATES
                       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                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                               1801 Bayberry Court
                                 P. O. Box 18100
                          Richmond, Virginia 23226-8100
                    (Address of principal executive offices)

            1994 Employee Stock Purchase Plan of The Brink's Company
                            (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, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:

                           Louanna O. Heuhsen, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                     Proposed         Proposed
                                       Amount         Maximum          Maximum         Amount of
Title of Each Class of Securities       To Be      Offering Price      Aggregate      Registration
      To Be Registered               Registered      Per Share      Offering Price        Fee
--------------------------------------------------------------------------------------------------
1994 Employee Stock Purchase
  Plan of The Brink's Company
--------------------------------------------------------------------------------------------------
The Brink's Company Common Stock,
par value $1.00 per share
(including associated Rights)       500,000 shares     $31.93*       $15,965,000      $2,022.77
==================================================================================================
(*) 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 on the
New York Stock  Exchange  on  November  1, 2004,  as reported in the Wall Street
Journal.

================================================================================
Pursuant to Rule 429 under the Securities  Act, the  prospectus  related to
shares  of  The  Brink's  Company  Common  Stock  registered  pursuant  to  this
Registration   Statement   also  relates  to  shares   registered   pursuant  to
Registration  Statement No. 33-53565 and Post-Effective  Amendment No. 1 thereto
and  Registration  Statement No.  333-78631 and  Post-Effective  Amendment No. 1
thereto.

     To the extent that they relate to the 1994 Employee  Stock Purchase Plan of
The Brink's  Company,  the  contents of  Registration  Statement  No.  33-53565,
Post-Effective Amendment No. 1 thereto, Registration Statement No. 333-78631 and
Post-Effective Amendment No. 1 thereto are incorporated by reference herein.

                                       2
PART 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  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  fiscal  year ended
December 31, 2003;

     (b) The 1994 Employee Stock Purchase  Plan's Annual Report on Form 11-K for
the fiscal year ended December 31, 2003;

     (c) The Company's  Quarterly Report on Form 10-Q for the period ended March
31, 2004;

     (d) The Company's  Quarterly  Report on Form 10-Q for the period ended June
30, 2004; and

     (e) The  Company's  Quarterly  Report  on Form  10-Q for the  period  ended
September 30, 2004.

     Additionally  incorporated by reference into this Registration Statement is
the  Description  of  Common  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 and (ii) the 1994  Employee  Stock  Purchase  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  into  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.

                                       3
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  123,441  shares of Common Stock
and stock units.

Item 8.  Exhibits.

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

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

4        1994  Employee  Stock Purchase  Plan of The Brink's Company, as amended
         and restated as of March 12, 2004 (incorporated by reference to Exhibit
         A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
         Shareholders).

5        Opinion of Austin F. Reed, Esq., regarding Common Stock.

23.1     Consent of  Austin F. Reed, Esq. (included as part of Exhibit 5 to this
         Registration Statement).

23.2     Consent of Independent Auditors.

24       Powers of Attorney.

                                       4
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 City of Richmond, Commonwealth of Virginia, on the 5th day of
November, 2004.

                                        THE BRINK'S COMPANY

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

                                        5
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 Board, President      November 5, 2004
----------------------    and Chief Executive Officer
    Michael T. Dan        (Principal Executive Officer)

 /s/ Robert T. Ritter     Vice President and Chief Financial    November 5, 2004
----------------------    Officer (Principal Financial Officer
   Robert T. Ritter       and Principal Accounting Officer)

           *              Director                              November 5, 2004
----------------------
   Roger G. Ackerman

           *              Director                              November 5, 2004
----------------------
   Betty C. Alewine

                          Director
----------------------
    James R. Barker

           *              Director                              November 5, 2004
----------------------
 Marc C. Breslawsky

           *              Director                              November 5, 2004
----------------------
  James L. Broadhead

           *              Director                              November 5, 2004
----------------------
   Gerald Grinstein

           *              Director                              November 5, 2004
----------------------
    Ronald M. Gross

           *              Director                              November 5, 2004
----------------------
   Carl S. Sloane

           *              Director                              November 5, 2004
----------------------
   Ronald L. Turner

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

                                       6
EXHIBIT INDEX

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

4        1994 Employee  Stock Purchase Plan of  The  Brink's Company, as amended
         and restated as of March 12, 2004 (incorporated by reference to Exhibit
         A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
         Shareholders).

5        Opinion of Austin F. Reed, Esq., regarding Common Stock.

23.1     Consent of Austin F. Reed, Esq. (included as part of  Exhibit 5 to this
         Registration Statement).

23.2     Consent of Independent Auditors.

24       Powers of Attorney.