<PAGE>
 
           As filed with the Securities and Exchange Commission on July 14, 1997
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________

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

                             _____________________

                               PINKERTON'S, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                             _____________________

        DELAWARE                                                13-5318100
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                             _____________________
                            15910 Ventura Boulevard
                                   Suite 900
                           Encino, California  91436
                                 (818) 380-8800
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                         _____________________________
                           1995 PINKERTON PERFORMANCE
                           AND EQUITY INCENTIVE PLAN
                              (Full Title of Plan)
                          ___________________________
                            C. Michael Carter, Esq.
                           Executive Vice President,
                    General Counsel and Corporate Secretary
                               PINKERTON'S, INC.
                       15910 Ventura Boulevard, Suite 900
                            Encino, California 91436
                                 (818) 380-8800
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)
                           _________________________
                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
---------------------------------------------------------------------------------------------------------
                                         Proposed Maximum      Proposed Maximum
 Title of Securities     Amount to be     Offering Price      Aggregate Offering        Amount of 
 to be Registered         Registered         per Share             Price             Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                 <C>                   <C>
Common Stock (1)           350,000 (2)         $30.81(3)           $10,783,500(3)       $3,268
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Each share of Common Stock includes one Preferred Stock Purchase Right (a
     "Right"). As of the date hereof, the Rights have no value and are attached
     to the Common Stock and not separable. See Registrant's Registration
     Statement on Form 8-A filed July 19, 1991. The Rights are also registered
     hereby.
(2)  The additional shares of Common Stock, with attached Rights, that may
     become available for purchase in accordance with the provisions of the Plan
     in the event of certain changes in the outstanding shares of Common Stock
     of Pinkerton, including, among other things, stock dividends, stock splits,
     recapitalizations, mergers, consolidations, combinations or reorganizations
     are also being registered.
(3)  Estimated in accordance with Rule 457(h) and  Rule 457(c) solely for
     purposes of calculating the registration fee and based on the average of
     the high and low prices of the Common Stock of the Company on the New York
     Stock Exchange on July 7, 1997.

================================================================================
<PAGE>
 
          INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement is filed in order to register additional
securities relating to an employee benefit plan for which a registration
statement has previously been filed. The contents of Registration Statement on
Form S-8, Commission File No. 33-93902, filed June 22, 1995, are by this
reference incorporated in and made a part of this Registration Statement.

  EXHIBITS.

  The Exhibit Index appears on page II-4.

                                     II-1
<PAGE>
 
                                 SIGNATURES


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 Encino, State of California, on this 10th day of
July, 1997.

                                       PINKERTON'S, INC.


                                       BY: /s/ C. MICHAEL CARTER
                                          ----------------------------
                                               C. Michael Carter
                                       ITS: Executive Vice President,
                                            General Counsel and 
                                            Corporate Secretary


                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Denis R. Brown, C. Michael Carter and James P.
McCloskey and each of them, as his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     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.

<TABLE> 
<CAPTION> 

   SIGNATURE                         TITLE                                   DATE
   ---------                         -----                                   ----
<S>                           <C>                                     <C>  
/s/ DENIS R. BROWN             President and Chief Executive Officer   July 10, 1997
--------------------------     (Principal Executive Officer)
     Denis R. Brown                         

 
/s/ JAMES P. MCCLOSKEY         Executive Vice President and            July 10, 1997
--------------------------     Chief Financial Officer
    James P. McCloskey         (Principal Financial Officer)
                                   
 
/s/ STEVEN A. LINDSEY          Vice President and Controller           July 10, 1997
--------------------------     (Principal Accounting Officer)
    Steven A. Lindsey           

                               Director                                               
--------------------------    
   Peter H. Dailey
</TABLE> 

                                     II-2
<PAGE>
 
<TABLE> 

<S>                           <C>                                     <C>   
 
/s/ JOHN A. GAVIN              Director                                July 10, 1997
--------------------------
    John A. Gavin
 

/s/ JAMES R. MELLOR            Director                                July 10, 1997
--------------------------
    James R. Mellor
 

/s/ GERALD D. MURPHY           Director                                July 10, 1997
--------------------------
    Gerald D. Murphy

                               Director                                
--------------------------
    J. Kevin Murphy 

                               Director                                
--------------------------
    Robert M. Smith  

/s/ THOMAS W. WATHEN           Director                                July 10, 1997
--------------------------
    Thomas W. Wathen
 

/s/ WILLIAM H. WEBSTER         Director                                July 10, 1997
--------------------------
    William H. Webster
</TABLE> 
                                     II-3
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                  Sequentially 
        Exhibit Number                         Description                                        Numbered Page
        --------------                          -----------                                        ------------- 
           <C>                 <S>   
            5.1                 Opinion of C. Michael Carter, Esq.             

            23.1                Consent of KPMG Peat Marwick LLP, Independent Auditors.                       

            23.2                Consent of C. Michael Carter, Esq. (included in Exhibit 5.1).                

            24.1                Power of Attorney (included on Signature Pages).                          
</TABLE>

                                     II-4
[{"type": "S-8", "sequence": "1", "description": "PERFORMANCE AND EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 10023}]
{"company-data": {"conformed-name": "PINKERTONS INC", "cik": "0000078666", "assigned-sic": "7381", "irs-number": "135318100", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31243", "film-number": "97640242"}, "business-address": {"street1": "15910 VENTURE BOULEVARD SUITE 900", "city": "ENCINO", "state": "CA", "zip": "91436-3095", "phone": "8183808800"}, "mail-address": {"street1": "15910 VENTURA BLVD., SUITE 900", "city": "ENCINO", "state": "CA", "zip": "91436-2810"}}
As filed with the Securities and Exchange Commission on July 14, 1997
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________

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

                             _____________________

                               PINKERTON'S, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                             _____________________

        DELAWARE                                                13-5318100
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                             _____________________
                            15910 Ventura Boulevard
                                   Suite 900
                           Encino, California  91436
                                 (818) 380-8800
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                         _____________________________
                           1995 PINKERTON PERFORMANCE
                           AND EQUITY INCENTIVE PLAN
                              (Full Title of Plan)
                          ___________________________
                            C. Michael Carter, Esq.
                           Executive Vice President,
                    General Counsel and Corporate Secretary
                               PINKERTON'S, INC.
                       15910 Ventura Boulevard, Suite 900
                            Encino, California 91436
                                 (818) 380-8800
 (Name, Address, Including Zip Code, 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 Offering        Amount of 
 to be Registered         Registered         per Share             Price             Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock (1)           350,000 (2)         $30.81(3)           $10,783,500(3)       $3,268
---------------------------------------------------------------------------------------------------------
(1)  Each share of Common Stock includes one Preferred Stock Purchase Right (a
     "Right"). As of the date hereof, the Rights have no value and are attached
     to the Common Stock and not separable. See Registrant's Registration
     Statement on Form 8-A filed July 19, 1991. The Rights are also registered
     hereby.
(2)  The additional shares of Common Stock, with attached Rights, that may
     become available for purchase in accordance with the provisions of the Plan
     in the event of certain changes in the outstanding shares of Common Stock
     of Pinkerton, including, among other things, stock dividends, stock splits,
     recapitalizations, mergers, consolidations, combinations or reorganizations
     are also being registered.
(3)  Estimated in accordance with Rule 457(h) and  Rule 457(c) solely for
     purposes of calculating the registration fee and based on the average of
     the high and low prices of the Common Stock of the Company on the New York
     Stock Exchange on July 7, 1997.

================================================================================
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement is filed in order to register additional
securities relating to an employee benefit plan for which a registration
statement has previously been filed. The contents of Registration Statement on
Form S-8, Commission File No. 33-93902, filed June 22, 1995, are by this
reference incorporated in and made a part of this Registration Statement.

  EXHIBITS.

  The Exhibit Index appears on page II-4.

                                     II-1
SIGNATURES

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 Encino, State of California, on this 10th day of
July, 1997.

                                       PINKERTON'S, INC.

                                       BY: /s/ C. MICHAEL CARTER
                                          ----------------------------
                                               C. Michael Carter
                                       ITS: Executive Vice President,
                                            General Counsel and 
                                            Corporate Secretary

                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Denis R. Brown, C. Michael Carter and James P.
McCloskey and each of them, as his or her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

     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/ DENIS R. BROWN             President and Chief Executive Officer   July 10, 1997
--------------------------     (Principal Executive Officer)
     Denis R. Brown                         

 
/s/ JAMES P. MCCLOSKEY         Executive Vice President and            July 10, 1997
--------------------------     Chief Financial Officer
    James P. McCloskey         (Principal Financial Officer)
                                   
 
/s/ STEVEN A. LINDSEY          Vice President and Controller           July 10, 1997
--------------------------     (Principal Accounting Officer)
    Steven A. Lindsey           

                               Director                                               
--------------------------    
   Peter H. Dailey
II-2
/s/ JOHN A. GAVIN              Director                                July 10, 1997
--------------------------
    John A. Gavin
 

/s/ JAMES R. MELLOR            Director                                July 10, 1997
--------------------------
    James R. Mellor
 

/s/ GERALD D. MURPHY           Director                                July 10, 1997
--------------------------
    Gerald D. Murphy

                               Director                                
--------------------------
    J. Kevin Murphy 

                               Director                                
--------------------------
    Robert M. Smith  

/s/ THOMAS W. WATHEN           Director                                July 10, 1997
--------------------------
    Thomas W. Wathen
 

/s/ WILLIAM H. WEBSTER         Director                                July 10, 1997
--------------------------
    William H. Webster
II-3
INDEX TO EXHIBITS
Sequentially 
        Exhibit Number                         Description                                        Numbered Page
        --------------                          -----------                                        -------------
5.1                 Opinion of C. Michael Carter, Esq.             

            23.1                Consent of KPMG Peat Marwick LLP, Independent Auditors.                       

            23.2                Consent of C. Michael Carter, Esq. (included in Exhibit 5.1).                

            24.1                Power of Attorney (included on Signature Pages).
II-4