

                                                     Exhibit 99(b)

                        PROMISSORY NOTE

Richmond, Virginia                            November 13, 1998

     FOR VALUE RECEIVED, the undersigned, The Chase Manhattan Bank 
(the "Trustee"), solely in its capacity as Trustee of The 
Pittston Company Employee Benefits Plan (the "FlexiTrust"), hereby promises 
on behalf of the Trust to pay to the order of The Pittston Company (the 
"Company"), at the Company's principal office at 1000 Virginia Center 
Parkway, Glen Allen, Virginia  23058-4229, the sum of Fifteen Million Eighty-
One Thousand Two Hundred Fifty and No/100 Dollars ($15,081,250), together 
with interest thereon as hereinafter set forth.

     Interest shall be paid (computed on the basis of a 360-day year of twelve 
30-day months) on the unpaid principal balance, at an interest rate of nine 
and a half percent (9.5%) per annum.  Interest shall accrue from the date 
hereof on the unpaid balance, and shall be paid on each of March 1, June 1, 
September 1 and December 1, commencing on March 1, 1999. Principal (and 
accrued unpaid interest thereon) of this Note may be prepaid in whole or in 
part at any time and from time to time without penalty and may, in the manner
set forth in the Trust Agreement, be forgiven.  Each prepayment (or 
forgiveness) of principal shall be applied to reduce installments of 
principal thereafter due on the Note in the order of their scheduled 
maturities.  Whenever a payment fall due on a Saturday, Sunday or public 
holiday, such payment shall be made on the next business day.  Upon 
termination of the Trust, the entire unpaid balance of principal and interest
shall be immediately payable.

     The Company shall, and is hereby authorized to, record on the schedule 
attached hereto as Schedule 1, or to otherwise record in accordance with its 
usual practice, the date and amount of each principal payment; provided, 
however, that the failure to do so shall not affect the Trust's obligation to
pay amounts due hereunder.

     All payments received hereunder shall be applied in the following order: 
first, to the payment of any costs (including attorney fees) incurred by the 
holder hereto in collecting any amounts hereunder; second, to the payment of 
accrued but unpaid interest; and third, to the payment of the principal 
amount outstanding.

     This Note shall be governed by and construed under the laws of the State of
New York.

     The Trust hereby waives presentment, demand, protest and notice of 
dishonor.

     This Note is issued by the Trust pursuant to the Trust Agreement and is 
entitled to the benefits thereof.  The Trustee is executing this Note solely 
in its capacity as Trustee of the Trust.  The Trustee shall have no liability
or obligation of any kind in its individual capacity to the Company or its 
successors as a result of the execution or issuance of this Note.

     All payments of principal and interest in respect of this Note shall be 
made in transferable United States dollars in immediately available funds to 
the order of the holder hereof by wire transfer to such account at such 
financial institution as may be specified from time to time by the holder 
hereof to the Trustee in writing.

     Any failure of the holder to exercise any right, remedy or recourse shall 
not be deemed a waiver or release of same, such waiver or release or any 
other modification of any such right, remedy or recourse to be effective only
if set forth in a written document executed by the holder and then only to 
the extent recited therein.  A waiver or release with reference to one event 
shall not be construed as continuing, as a bar to or as a waiver or release 
of any subsequent event.  The acceptance by the holder of payment hereunder 
that is less than payment in full of all amounts due and payable at the time 
of such payment shall not constitute a waiver of the right to exercise any 
right, remedy or recourse at that time or at any time, or nullify any prior 
exercise of any such right, remedy or recourse without the express written 
consent of the holder.

     Subject to the provisions hereof, and to the extent not inconsistent with 
applicable law, in the event of a default hereunder, the Trustee agrees to 
pay, all reasonable costs of collection hereof when billed therefor, 
including reasonable attorneys fees, whether or not action shall be 
instituted to enforce this Note.

                                         THE CHASE MANHATTAN BANK          
                                         Trustee of The Pittston Company
                                         Employee Benefits Trust



                                         By:  /s/ Barry J. O'Connor        
                                          Name:  Barry J. O'Connor    
                                          Title: Vice President       
<PAGE>

                                                         SCHEDULE 1




                         Promissory Note

                    Schedule of Payments and
                      Amounts Outstanding




                                                    Total Remaining
Date of Payment            Amount of Payment     Principal Amount Outstanding

 


