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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950117-01-000590.txt : 20010329
<SEC-HEADER>0000950117-01-000590.hdr.sgml : 20010329
ACCESSION NUMBER:		0000950117-01-000590
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010504
FILED AS OF DATE:		20010328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PITTSTON CO
		CENTRAL INDEX KEY:			0000078890
		STANDARD INDUSTRIAL CLASSIFICATION:	BITUMINOUS COAL & LIGNITE MINING [1220]
		IRS NUMBER:				541317776
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-09148
		FILM NUMBER:		1582617

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 4229
		STREET 2:		1000 VIRGINIA CENTER PKWY
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23058-4229
		BUSINESS PHONE:		8045533681

	MAIL ADDRESS:	
		STREET 1:		P O BOX 4229
		STREET 2:		1000 VIRGINIA CENTER PKWY
		CITY:			GLEN ALLEN
		STATE:			VA
		ZIP:			23058-4229
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>THE PITTSTON COMPANY DEF 14A
<TEXT>





<PAGE>
               Section 240.14a-101  Schedule 14A.
          Information required in proxy statement.
                 Schedule 14A Information
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                        (Amendment No.  )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                 THE PITTSTON COMPANY
 .................................................................
     (Name of Registrant as Specified In Its Charter)


 .................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11

     (1) Title of each class of securities to which transaction
           applies:


     ............................................................

     (2)  Aggregate number of securities to which transaction
           applies:


     .......................................................

     (3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):


     .......................................................

     (4) Proposed maximum aggregate value of transaction:


     .......................................................

     (5)  Total fee paid:


     .......................................................

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously.  Identify the
     previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:


          .......................................................

          (2) Form, Schedule or Registration Statement No.:


          .......................................................

          (3) Filing Party:


          .......................................................

          (4) Date Filed:


          .......................................................






<PAGE>


[Pittston Logo]                                [The Pittston Company Letterhead]






                                                                  March 28, 2001



To Our Shareholders:

    You are cordially invited to attend the annual meeting of shareholders of
The Pittston Company to be held at The Grand Hyatt New York Hotel, Park Avenue
at Grand Central Station, New York, New York, on Friday, May 4, 2001, at
1:00 p.m., local time.

    You will be asked to: (i) elect four directors for a term of three years;
and (ii) approve independent public accountants for 2001.

    It is important that you vote, and you are urged to complete, sign, date and
return the enclosed proxy in the envelope provided.

    We appreciate your prompt response and cooperation.




                                           Sincerely,


                                           MICHAEL DAN






<PAGE>

                                [Pittston Logo]



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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 4, 2001

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

    Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 4, 2001, at 1:00 p.m., local time, at The
Grand Hyatt New York Hotel, Park Avenue at Grand Central Station, New York, New
York, for the following purposes:

    1. To elect three directors for a term expiring in 2004.

    2. To approve the selection of KPMG LLP as independent public accountants to
audit the accounts of the Company and its subsidiaries for the year 2001.

    3. To transact such other business as may properly come before the meeting
or any adjournment.

    The close of business on March 12, 2001, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the
meeting.

    If you do not expect to attend the annual meeting in person, please
complete, date and sign the enclosed proxy and return it in the enclosed
envelope, which requires no additional postage if mailed in the United States.
Prompt response is helpful and your cooperation will be appreciated.


                                               Austin F. Reed
                                               Secretary


March 28, 2001


    The Annual Report to Shareholders, including financial statements, is being
mailed to shareholders, together with these proxy materials, commencing on or
about March 28, 2001.

YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A RETURN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.








<PAGE>

                              THE PITTSTON COMPANY

                                PROXY STATEMENT

    This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of The Pittston Company (the 'Company') of proxies from
holders of Pittston Common Stock (as defined below), to be voted at the annual
meeting of shareholders to be held on May 4, 2001, at 1:00 p.m., local time, at
The Grand Hyatt New York Hotel, Park Avenue at Grand Central Station, New York,
New York (and at any adjournment thereof), for the purposes set forth in the
accompanying notice of such meeting.

    On January 14, 2000, the Company completed an exchange of its Pittston BAX
Group Common Stock ('BAX Stock'), par value $1.00 per share and Pittston
Minerals Group Common Stock ('Minerals Stock'), par value $1.00 per share, into
Pittston Brink's Group Common Stock ('Brink's Stock'), at exchange ratios of
 .4848 share of Brink's Stock for each share of BAX Stock and .0817 share of
Brink's Stock for each share of Minerals Stock. The remaining class, Brink's
Stock (hereinafter referred to as 'Pittston Common Stock'), now constitutes the
Company's only class of common stock and continues to trade on the New York
Stock Exchange under the symbol 'PZB.'

    On March 12, 2001, the Company had outstanding 51,777,782 shares of Pittston
Common Stock, the holders thereof being entitled to one vote per share on all
matters that the Board of Directors knows will be presented for consideration at
the annual meeting.

    The close of business on March 12, 2001, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the annual
meeting, and only shareholders of record at the close of business on that date
will be entitled to vote at the meeting and any adjournment thereof. This Proxy
Statement and the accompanying form of proxy and Annual Report to Shareholders
are being mailed to shareholders commencing on or about March 28, 2001. The
address of the principal executive office of the Company is 1801 Bayberry Court,
P. O. Box 18100, Richmond, VA 23226-8100.

    The election of directors and the selection of independent public
accountants are the only matters that the Board of Directors knows will be
presented for consideration at the annual meeting. As to any other business that
may properly come before the annual meeting, it is intended that proxies in the
enclosed form will be voted in respect thereof in accordance with the judgment
of the person voting the proxies.

    The Company's bylaws provide that the chairman of the annual meeting will
determine the order of business at the annual meeting and the voting and other
procedures to be observed. The chairman is authorized to declare whether any
business is properly brought before the annual meeting, and business not
properly brought before the annual meeting will not be transacted.

    The shares of Pittston Common Stock represented by proxies solicited by the
Board of Directors will be voted in accordance with the recommendations of the
Board of Directors unless otherwise specified in the proxy, and where the person
solicited specifies a choice with respect to any matter to be acted upon, the
shares of Pittston Common Stock will be voted in accordance with the
specification so made.

    The enclosed proxy is revocable at any time prior to its being voted by
filing an instrument of revocation or a duly executed proxy bearing a later
date. A proxy may also be revoked by attendance at the annual meeting and voting
in person. Attendance at the annual meeting will not by itself constitute a
revocation.

    Votes cast by shareholders will be treated as confidential in accordance
with a policy approved by the Board of Directors. Shareholder votes at the
annual meeting will be tabulated by the Company's transfer agent, Fleet National
Bank c/o EquiServe.





<PAGE>

                              CORPORATE GOVERNANCE

    The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, exercising
their good faith business judgment of the best interests of the Company. Members
of the Board are kept informed of the Company's business by various reports sent
to them regularly, as well as by operating and financial reports made at Board
and Committee meetings by the President and Chief Executive Officer and other
officers and members of management. During 2000, the Board met seven times.

    The Executive Committee of the Board may exercise substantially all the
authority of the Board during the intervals between the meetings of the Board.
The Executive Committee currently consists of Mr. Dan, as Chairman, and all
other directors, except that a quorum of the Executive Committee consists of
one-third of the number of members of the Executive Committee, three of whom
must not be employees of the Company or any of its subsidiaries. During 2000,
the Executive Committee met once.

    The Audit and Ethics Committee (the 'Audit Committee') recommends to the
Board for selection by the shareholders at their annual meeting a firm of
independent public accountants, confers with the Company's independent public
accountants to review the plan and scope of their proposed audit as well as
their findings and recommendations upon the completion of the audit, and meets
with the independent public accountants and with appropriate Company financial
personnel and internal auditors regarding the Company's internal controls,
practices and procedures. The Audit Committee also oversees the Company's legal
and business ethics compliance programs. During 2000, the Board examined the
composition of the Audit Committee and found the members to meet the
independence requirements of the New York Stock Exchange. The functions and
responsibilities of the Audit Committee are set forth in the Audit Committee
Charter, which is attached as Exhibit A to this Proxy Statement. The Audit
Committee currently consists of Mr. Gross, as Chairman, Mrs. Alewine and Messrs.
Breslawsky, Craig, Grinstein and Sloane, none of whom is an officer or employee
of the Company or any of its subsidiaries. The Audit Committee met five times
during 2000.

    The Compensation and Benefits Committee (the 'Compensation Committee') is
responsible for establishing and reviewing policies governing salaries,
incentive compensation and the terms and conditions of employment of senior
executives and other key employees of the Company, in addition to oversight of
the Company's stock option plans for employees and similar plans which may be
maintained from time to time by the Company. The Compensation Committee
currently consists of Mr. Ackerman, as Chairman, and Messrs. Barker, Grinstein
and Sloane, none of whom is an officer or employee of the Company or any of its
subsidiaries. The Compensation Committee met four times during 2000.

    The Corporate Governance and Nominating Committee (the 'Corporate Governance
Committee'), recommends to the Board nominees for election as directors and as
senior executive officers of the Company, as well as reviewing the performance
of incumbent directors in determining whether to recommend them to the Board for
renomination. The Corporate Governance Committee currently consists of Mr.
Broadhead, as Chairman, Mrs. Alewine and Messrs. Ackerman, Barker, Craig and
Gross, none of whom is an officer or employee of the Company or any of its
subsidiaries. The Corporate Governance Committee met four times during 2000. For
information concerning procedures to be followed for submitting names of
nominees for consideration by the Corporate Governance Committee, see 'Other
Information -- Shareholder Proposals.'

    The Finance Committee recommends to the Board dividend and other actions and
policies regarding the financial affairs of the Company, including those
relating to matters that may affect the financial strength of the Company. The
Finance Committee currently consists of Mr. Barker, as Chairman, Mrs. Alewine
and Messrs. Ackerman, Breslawsky and Broadhead, none of whom is an officer or
employee of the Company or any of its subsidiaries. The Finance Committee met
four times during 2000.

    The Pension Committee is responsible for the oversight of the Company's
Pension-Retirement Plan and Savings-Investment Plan and any similar plans which
may be maintained from time to time by the Company. The Pension Committee also
has general oversight responsibility for pension plans

                                       2





<PAGE>

maintained by foreign and other subsidiaries of the Company. The Pension
Committee has authority to adopt amendments to the Company's Pension-Retirement
Plan, Pension Equalization Plan and Savings-Investment Plan. In carrying out
these responsibilities, the Pension Committee coordinates with the appropriate
financial, legal and administrative personnel of the Company, including the
Administrative Committee, as well as outside experts retained in connection with
the administration of those plans. The Pension Committee currently consists of
Mr. Craig, as Chairman, and Messrs. Breslawsky, Broadhead, Grinstein, Gross and
Sloane, none of whom is an officer or employee of the Company or any of its
subsidiaries. The Pension Committee met three times during 2000.

    During 2000, all incumbent directors attended at least 75% of the total
number of meetings of the Board of Directors and of the committees of the Board
on which they served, and the average attendance at all meetings was
approximately 93%.

COMPENSATION OF DIRECTORS

    Each non-employee director is paid an annual retainer fee of $28,500, an
attendance fee of $1,200 per day for each meeting of the Board and of each
committee of the Board, and a fee of $1,200 per day for rendering any special
services to the Company at the request of the Chairman of the Board. Each
Committee chairman receives an additional annual fee of $3,300. A director may
elect to defer receipt of his or her fees to future years and to receive
interest thereon, compounded quarterly, at the prime commercial lending rate of
Morgan Guaranty Trust Company of New York, as of the end of the previous
calendar quarter.

    Under the terms of the Company's Directors' Stock Accumulation Plan (the
'Directors' Stock Accumulation Plan'), each non-employee director receives as of
June 1 of each year, an allocation equal to (a) 50% of the annual retainer in
effect on such June 1 if he or she has accrued less than eight years of service
or (b) 25% of such annual retainer if he or she has accrued eight or more years
of service, divided by the stock price for such date. In addition, under the
Directors' Stock Accumulation Plan, additional Units are credited to
participants' accounts in respect of cash dividends paid on the Pittston Common
Stock based upon the Directors' Stock Accumulation Plan's formula for accrual.
Upon a participant's termination of service, the distribution of shares of
Pittston Common Stock equal to the number of Units allocated to such director's
account will be made in a single lump sum distribution unless the participant
elects at least 12 months before his or her termination to receive equal annual
installments (not more than 10) commencing on the first day of the month next
following his or her termination of service. The following table sets forth
information concerning the number of Units credited during 2000 to each
participant standing for election or continuing as a director:

<TABLE>
<CAPTION>
                                                               2000 UNITS
                                                                CREDITED
                                                                --------
<S>                                                           <C>
Roger G. Ackerman...........................................     459.35
Betty C. Alewine............................................     918.69
James R. Barker.............................................     918.69
Marc C. Breslawsky..........................................     918.69
James L. Broadhead..........................................     459.35
William F. Craig............................................     459.35
Gerald Grinstein............................................     918.69
Ronald M. Gross.............................................     918.69
Carl S. Sloane..............................................     918.69
All Non-Employee Nominees and Continuing Directors as a
  Group (9 persons).........................................   6,890.19
</TABLE>

    Under the Non-Employee Directors' Stock Option Plan (the 'Non-Employee
Directors' Stock Option Plan'), automatic annual grants of options are made for
2,517 shares of Pittston Common Stock at 100% of fair market value on the date
of grant to each non-employee director on each July 1 so long as the
Non-Employee Directors' Stock Option Plan remains in effect. Each option granted
annually will become exercisable six months from the date of grant. Each option
granted under the Non-Employee Directors' Stock Option Plan constitutes a
nonqualified stock option under the Internal Revenue Code of 1986, as amended
(the 'Code'), and terminates no later than ten years from the date

                                       3





<PAGE>

of grant. The Non-Employee Directors' Stock Option Plan expires May 11, 2008.
The options are nontransferable otherwise than by will or the laws of descent
and distribution except that options may be transferable to immediate family
members (or trusts therefor) of an optionee.

    Under the Directors' Charitable Award Program, the Company will contribute
$1,100,000 on behalf of each participating director after such director's death.
Of that amount, $100,000 will be donated to one or more tax-exempt organizations
designated by the Company, and $1,000,000 will be donated in accordance with the
director's recommendations to eligible educational institutions and charitable
organizations. Each of the Company's directors currently participates in the
Directors' Charitable Award Program. The Company is the owner and beneficiary of
life insurance policies insuring the lives of the participating directors.
Premiums paid in 2000 in respect of such policies totaled in aggregate
approximately $573,000.

                             ADDITIONAL INFORMATION

EXECUTIVE COMPENSATION

    The following table sets forth information with respect to the compensation
of the Chief Executive Officer and the other four highest paid executive
officers of the Company:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION               LONG-TERM COMPENSATION
                              --------------------------------------   ---------------------------
                                                                          SECURITES UNDERLYING
                                                                                 OPTIONS
                                                      OTHER ANNUAL     ---------------------------      ALL OTHER
                       YEAR   SALARY(a)   BONUS(b)   COMPENSATION(c)   BRINK'S    BAX     MINERALS   COMPENSATION(d)
                       ----   ---------   --------   ---------------   -------    ---     --------   ---------------
<S>                    <C>    <C>         <C>        <C>               <C>       <C>      <C>        <C>
M. T. Dan              2000   $699,038   $262,500        $  --         200,000                           $11,596
 Chairman, President   1999    650,000    500,000           --         100,000   83,000    30,000          6,945
 and Chief Executive   1998    509,208    525,000          2,375        10,000   83,000    25,000          8,816
 Officer
R. T. Ritter           2000    303,000    125,000           --          30,000                            10,863
 Vice President and    1999    280,833    150,000         20,725        20,000   20,000     7,500          5,919
 Chief Financial       1998     90,083     75,000          1,214        12,000    7,500     2,500         27,880
 Officer
A.F. Reed              2000    284,500    100,000           --          25,000                            10,729
 Vice President,       1999    273,300    120,000           --          15,000   20,000     7,500          5,902
 General Counsel       1998    262,300     90,000         18,166        14,000    5,000     2,500          8,508
 and Secretary
F. T. Lennon           2000    283,231    100,000           --          25,000                            10,724
 Vice President --     1999    270,833    125,000          8,797        15,000   20,000     7,500          5,880
 Human Resources       1998    257,917    110,000          1,949        14,000    5,000     2,500         12,218
 and Administration
J. B. Hartough         2000    229,800     70,000           --          12,500                            10,280
 Vice President --     1999    222,800     75,000           --          10,000    5,000     2,000          5,545
 Corporate Finance     1998    222,800     65,000         16,890         9,000    5,000     2,000          8,181
 and Treasurer
</TABLE>

- ---------

(a) Salaries before compensation reduction payments under the Savings-Investment
    Plan and the Deferral of Salary and Supplemental Savings Plan portions of
    the Company's Key Employees' Deferred Compensation Program.

    In addition, as of January 1, 2001, the participant's account was credited
    with additional Common Stock Units in respect of cash dividends paid on
    Pittston Common Stock during 2000 based upon the formula for accrual in the
    Deferred Compensation Program. The following table sets forth the amount of
    2000 salary deferred under the Deferred Compensation Program by each of the
    executive officers named above and the number of Common Stock Units credited
    to his account (including matching contributions and cash dividends) in
    respect of salary paid in 2000:

<TABLE>
<CAPTION>
                                       2000 COMPENSATION   COMMON STOCK
                                           DEFERRED           UNITS
                                           --------           -----
<S>                                    <C>                 <C>
Mr. Dan                                    $139,808          8,768.90
Mr. Ritter                                   90,900          5,701.26
Mr. Reed                                     56,900          3,568.74
Mr. Lennon                                   56,646          3,552.86
Mr. Hartough                                 45,960          2,882.66
</TABLE>

                                              (footnotes continued on next page)

                                       4





<PAGE>

(footnotes continued from previous page)

    Under the Deferred Compensation Program, distributions with respect to the
    Common Stock Units are to be made in shares of Pittston Common Stock on the
    basis of one share for each Common Stock Unit (with cash paid for fractional
    Common Stock Units), but the aggregate value of the shares so distributed
    attributable to the deferral of salary pursuant to the Deferral of Salary
    portion of the Program (including related dividends, but not matching
    contributions) may not be less than the aggregate amount of the salary
    deferred pursuant to the Deferral of Salary portion of the Program and the
    related dividends in respect of which such Common Stock Units were initially
    credited. Such distributions will be made upon termination of employment or
    earlier upon election made more than one year prior to distribution.

(b) Annual incentive payments under the Company's Key Employees Incentive Plan.
    Under the Company's Key Employees' Deferred Compensation Program,
    participants are permitted to defer up to 100% of their cash incentive
    payment for 2000 and receive a Company-matching contribution with respect to
    the amount so deferred but not in excess of 10% of the cash incentive
    payment, which amounts were, as of January 1, 2001, converted into Common
    Stock Units in accordance with the formula for conversion in the Deferred
    Compensation Program. In addition, dividend credits of Common Stock Units
    were made to the participant's account in respect of cash dividends paid on
    Pittston Common Stock during 2000. The following table sets forth the
    aggregate amount of incentive compensation for 2000 deferred under the
    Deferred Compensation Program, including Company-matching contributions, by
    each of the executive officers named above and the number of Common Stock
    Units credited to his account (including in respect of cash dividends) as of
    January 1, 2001:

<TABLE>
<CAPTION>
                                                BONUS     COMMON STOCK
                                               DEFERRED      UNITS
                                               --------      -----
<S>                                            <C>        <C>
Mr. Dan                                        $131,250     7,357.06
Mr. Ritter                                       37,500     2,102.02
Mr. Reed                                         20,000     1,121.08
Mr. Lennon                                       50,000     2,802.69
Mr. Hartough                                     14,000       784.76
</TABLE>

    Under the Deferred Compensation Program, distributions with respect to the
    Common Stock Units are to be made in shares of Pittston Common Stock on the
    basis of one share for each Common Stock Unit (with cash paid for fractional
    Common Stock Units), but the aggregate value of the shares so distributed
    attributable to the deferral of cash incentive payments (including related
    dividends, but not matching contributions) may not be less than the
    aggregate amount of the cash incentive payment deferred and the related
    dividends in respect of which such Common Stock Units were initially
    credited. Such distributions will be made upon termination of employment
    or earlier upon election made more than one year prior to distribution.

(c) Amounts shown reflect tax gross-up payments made to compensate the executive
    officer for incremental federal and state income tax liability resulting
    from relocation payments made in the years shown.

(d) The Company made matching contributions under the Savings-Investment Plan in
    2000 in the amount of $8,500 for each of Messrs. Dan, Ritter, Reed, Lennon
    and Hartough.

    In 2000, the Company paid life insurance premiums under the Executive Salary
    Continuation Plan in the amount of $3,096 for Mr. Dan; $2,363 for Mr.
    Ritter; $2,229 for Mr. Reed; $2,224 for Mr. Lennon; and $1,780 for Mr.
    Hartough. The Executive Salary Continuation Plan provides a death benefit
    equal to three times a covered employee's annual salary payable in ten equal
    annual installments to the employee's spouse or other designated
    beneficiary.

                                       5





<PAGE>

STOCK OPTIONS

    The following table sets forth information concerning nonqualified stock
options granted under the Company's 1988 Stock Option Plan on July 13, 2000, to
the Chief Executive Officer and the other officers named in the Summary
Compensation Table. Such options will (i) become exercisable as to one-third of
the total number of shares covered by such option on each of the first, second
and third anniversary of the date of grant; (ii) have purchase prices per share
equal to 100% of the fair market value of the Pittston Common Stock on the date
of grant, rounded up to the next higher cent; and (iii) expire on July 13, 2006.
In addition, options were granted to the Chief Executive Officer on February 3,
2000, which will (i) become exercisable as to one-third of the total number of
shares covered by such option on the first, second and third anniversary of the
date of grant; (ii) have a purchase price per share equal to 100% of the fair
market value of the Pittston Common Stock on the date of grant, rounded up to
the next higher cent; and (iii) expire on February 3, 2006. No Stock
Appreciation Rights were granted in 2000 to the named executive officers.

                             OPTION GRANTS IN 2000

                               INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
                                            NUMBER OF     PERCENT OF
                                            SECURITIES   TOTAL OPTIONS
                                            UNDERLYING    GRANTED TO       EXERCISE                   GRANT DATE
                                             OPTIONS     EMPLOYEES IN    OR BASE PRICE   EXPIRATION    PRESENT
NAME                                         GRANTED         2000          PER SHARE        DATE       VALUE(a)
- ----                                         -------         ----          ---------        ----       --------
<S>                                         <C>          <C>             <C>             <C>          <C>
M. T. Dan.................................    50,000         6.92%          $19.06        02/03/06     $396,241
                                             150,000        20.73%          $13.66        07/13/06     $786,365
R. T. Ritter..............................    30,000         4.15%          $13.66        07/13/06     $157,273
A. F. Reed................................    25,000         3.46%          $13.66        07/13/06     $131,062
F. T. Lennon..............................    25,000         3.46%          $13.66        07/13/06     $131,062
J. B. Hartough............................    12,500         1.73%          $13.66        07/13/06     $ 65,530
</TABLE>

- ---------

(a) Based on the Black-Scholes option-pricing model and the following
    assumptions: (i) projected annual dividend yield of 0.37% for Pittston
    Common Stock (0.33% for options granted to Mr. Dan in February 2000);
    (ii) expected volatility of 31.26% (33.82% for options granted to Mr. Dan in
    February 2000); (iii) a risk-free rate of return of 5.95% for options
    expiring 2006 (6.68% for options granted to Mr. Dan in February 2000); and
    (iv) all options are exercised on the expiration date. All values vest at
    33% per annum until fully vested. The actual value an executive officer may
    receive depends on market prices and there can be no assurance that the
    amounts reflected in the Grant Date Present Value column will actually be
    realized. No gain to an executive officer is possible without an
    appreciation in stock value, which will benefit all shareholders
    commensurately.

    The following table sets forth information concerning the exercise of
options during 2000 and unexercised options held at the end of such year.

                      AGGREGATED OPTION EXERCISES IN 2000
                           AND YEAR-END OPTION VALUES

                                 STOCK OPTIONS

<TABLE>
<CAPTION>
                                                               NUMBER OF
                                                         SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                              NUMBER OF                 UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
                               SHARES                      DECEMBER 31, 2000             DECEMBER 31, 2000
                             ACQUIRED ON    VALUE     ---------------------------   ---------------------------
NAME                          EXERCISE     REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----                          --------     --------   -----------   -------------   -----------   -------------
<S>                          <C>           <C>        <C>           <C>             <C>           <C>
M. T. Dan..................         0      $     0      279,501        289,732       $207,118       $932,250
R. T. Ritter...............         0      $     0       10,103         66,045       $      0       $186,450
A. F. Reed.................         0      $     0       77,030         47,414       $ 24,996       $155,375
F. T. Lennon...............     5,255      $28,219       96,772         47,414       $ 73,446       $155,375
J. B. Hartough.............     5,255      $27,221       85,746         24,753       $ 47,616       $ 77,688
</TABLE>

                                       6





<PAGE>

PENSION-RETIREMENT PLAN

    The Company maintains a noncontributory Pension-Retirement Plan (the
'Pension Plan') covering, generally, full-time employees of the Company and
participating subsidiaries who are not covered by a collective bargaining
agreement. Accrued benefits under the Pension Plan are vested upon employees'
completion of five years of Vesting Service (as defined in the Pension Plan).
The Code limits the amount of pensions which may be paid under federal income
tax qualified plans. The Board of Directors adopted a Pension Equalization Plan
(the 'Equalization Plan') under which the Company will make additional payments
so that the total amount received by each such person affected by the Code
limitations is the same as would have otherwise been received under the Pension
Plan. The Company has reserved the right to terminate or amend the Pension Plan
or the Equalization Plan at any time.

    Effective December 1, 1997, the Equalization Plan was amended to permit
participants to receive the actuarial equivalent of their benefit under such
plan in a lump sum. By September 1, 2001, or if earlier, upon a Change in
Control (as defined in the Equalization Plan), the Company is required to
contribute amounts in cash to a trust established between the Company and The
Chase Manhattan Bank. Such amounts are designed to be sufficient to provide the
benefits to which (a) participants under the Equalization Plan and (b) employees
covered under certain employment contracts, are entitled pursuant to the terms
of the Equalization Plan and such employment contracts as in effect on
December 31, 2000, or the date of the Change in Control, as applicable. The
Board also authorized amendments to such employment contracts to permit lump-sum
payments of certain benefits thereunder under certain conditions. The assets of
the trust will be subject to the claims of the Company's general creditors in
the event of the Company's insolvency.

    The table below illustrates the estimated annual benefits payable upon
retirement at age 65 under the Pension Plan and Equalization Plan to officers
and other eligible employees in various classifications as to Average Salary and
years of Benefit Accrual Service (as defined in the Pension Plan).

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
                                      ESTIMATED ANNUAL PENSION
AVERAGE ANNUAL SALARY       PAYABLE BASED ON BENEFIT ACCRUAL SERVICE OF:
  DURING 36 MONTHS      ----------------------------------------------------
   OF HIGHEST PAY       10 YEARS   15 YEARS   20 YEARS   25 YEARS   30 YEARS
- ---------------------   --------   --------   --------   --------   --------
<S>                     <C>        <C>        <C>        <C>        <C>
     $  200,000         $ 42,000   $ 63,000   $ 84,000   $105,000   $115,000
        300,000           63,000     94,500    126,000    157,500    172,500
        500,000          105,000    157,500    210,000    262,500    287,500
        700,000          147,000    220,500    294,000    367,500    402,500
        900,000          189,000    283,500    378,000    472,500    517,500
      1,000,000          210,000    315,000    420,000    525,000    575,000
      1,200,000          252,000    378,000    504,000    630,000    690,000
      1,300,000          273,000    409,500    546,000    682,500    747,500
</TABLE>

Such amounts are based on the assumption that the employee will be in the
Company's employ until normal retirement date (age 65), that the Pension Plan
and Equalization Plan will continue in effect without change and that payments
will be made on a straight life annuity basis. The Pension Plan and Equalization
Plan give effect to the full amount of earnings shown under the salary and bonus
columns of the Summary Compensation Table. At December 31, 2000, the executive
officers named in such Table had been credited under the Pension Plan with the
following years of Benefit Accrual Service: Mr. Dan, 19 years; Mr. Lennon, 24
years; Mr. Hartough, 14 years; Mr. Reed, 14 years; and Mr. Ritter, 3 years. The
table does not reflect reductions on account of the Social Security taxable wage
base.

EMPLOYMENT AGREEMENTS

    As of May 4, 1998, the Company entered into an employment agreement with
Mr. Dan providing him with, among other things, a minimum annual salary of
$525,000 for a five-year period in exchange for his services as President and
Chief Executive Officer of the Company. The agreement also provides certain
benefits in the event of a termination of his services during the contract term.

                                       7





<PAGE>

CHANGE IN CONTROL ARRANGEMENTS

    In 1997 and 1998, the Company entered into change in control agreements with
Messrs. Hartough, Lennon, Reed and Ritter which replace prior change in control
agreements. Pursuant to these agreements, in the event Messrs. Hartough, Lennon,
Reed or Ritter are terminated by the Company without cause (as defined in their
respective agreements) or quit for good reason (as defined in their respective
agreements) within three years following a Change in Control (as defined in
their respective agreements), the terminated executive will be entitled to a
cash lump-sum payment equal to (i) his accrued pay (including a prorated portion
of his annual bonus based on the number of days worked in the year of his
termination) plus (ii) three times the sum of his annual base salary and annual
bonus.

SEVERANCE AGREEMENTS

    In 1997 and 1998, the Company entered into severance agreements with Messrs.
Hartough, Lennon, Reed and Ritter which provide that if the executive is
terminated by the Company other than for cause (as defined in such agreements)
or he quits for good reason (as defined in such agreements), the terminated
executive shall be entitled to receive (i) his accrued pay (including a prorated
portion of his annual bonus based on the number of days worked in the year of
his termination), (ii) two times the sum of his annual salary and annual bonus
and (iii) previously deferred compensation and related matching contributions
(whether or not vested). If such termination occurs after a 'Disposition Date',
the multiplier in clause (ii) in the preceding sentence shall be three. A
Disposition Date is generally the earliest of (i) the sale, lease or other
transfer to an entity unaffiliated with the Company of greater than fifty
percent (50%) of the assets or shares of Brink's, Incorporated; Brink's Home
Security, Inc.; Pittston Coal Company; BAX Global Inc. or Pittston Mineral
Ventures Company, (ii) the date of the first public announcement of such
disposition, or (iii) a Change in Control (as defined in such agreements).

COMPLIANCE WITH SECTION 16(a)

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the 'SEC') and the New York Stock Exchange reports of
ownership and changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on a review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, the Company believes that, during 2000, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with.

REPORT OF COMPENSATION AND BENEFITS COMMITTEE

    The Compensation Committee is responsible for establishing and reviewing
policies governing salaries, incentive compensation, and the terms and
conditions of employment of senior executive officers and other key employees of
the Company. The policies of the Compensation Committee applicable to the
compensation of executive officers are described below.

    The Compensation Committee has established an overall compensation program
to attract, retain and motivate executive officers and to enhance their
incentive to perform at the highest level and contribute significantly to the
Company's success. Recognizing the desirability of tying the compensation of
executive officers to performance and of aligning their interests closely to the
long-term interests of the Company and its shareholders, the Compensation
Committee has determined that a significant part of the compensation of
executive officers will be paid in the form of incentive payments under the Key
Employees Incentive Plan ('KEIP') and the Management Performance Improvement
Plan, as well as stock option grants.

    The Compensation Committee has from time to time engaged recognized
consultants in the executive compensation field to review and confirm the
appropriateness of the Company's salary, annual bonus and long-term incentive
programs for executive officers. Cash compensation is paid to executive
officers, including the Chief Executive Officer (the 'CEO'), in the form of
salaries targeted at or near

                                       8





<PAGE>

the 50th percentile, and annual incentive payments under the KEIP. In
collaboration with these consultants, the Compensation Committee has developed a
policy to make available to executive officers annual incentive payments based
on individual and Company performance which, when coupled with salary, provide
executive officers the opportunity to earn annual cash compensation above the
50th percentile for comparable positions in companies of similar size across all
industries from which the Company seeks to attract executive officers.

    The Compensation Committee periodically reviews the salaries of executive
officers in light of competitive standards and the Compensation Committee's
evaluation of their individual performance and makes such adjustments as are
appropriate. Each year the Compensation Committee sets target cash incentive
awards for executive officers under the KEIP. Such target incentives are
indicative of the incentive payment that an executive officer might expect to
receive for such year based generally on a strong performance by the individual
executive officer in achieving established individual objectives, by his or her
operating or staff unit, and the overall performance of the Company. For
purposes of determining actual awards under such guidelines, individual
performance is given a weight factor of 50%, and unit and Company performance
are each given weight factors of 25%.

    For 2000, the CEO had a target cash incentive award under the KEIP of 100%
of salary. Based on the KEIP guidelines, the CEO's actual award could have
ranged from 0 to 200% of salary, depending on his performance rating and that of
the Company as determined by the Compensation Committee and approved by the
Board. The Compensation Committee recommended and the Board approved an annual
incentive payment of $262,500 or 37.5% of salary for the CEO and annual
incentive payments for the other executive officers for 2000 after considering
the following quantitative and qualitative measures of the Company's performance
in 2000: (i) revenues, earnings and cash flow on a consolidated basis;
(ii) revenues, operating earnings and cash flow of each business unit;
(iii) the employee safety performance of each unit; (iv) the achievement of
record revenues in each of the services segments; (v) the achievement of record
earnings by Brink's Home Security and Brink's, Incorporated; and (vi) changes in
shareholder value as measured by the market capitalization of the Company. The
Compensation Committee also took into account as additional factors and
criteria: pricing and market conditions affecting each business unit; the effect
of the economy on such businesses; comparative performance of the Company's
competitors; productivity and cost containment measures successfully carried
out; progress of management development and employee relations efforts; the
quality of strategic planning, and communications with external constituencies.

    The Compensation Committee's evaluation of the CEO's and the other executive
officers' performance was based not only on the measures of the Company's
performance and the other factors and criteria described above but also on the
Compensation Committee's good faith business judgment of their performance as it
related both as to results in 2000 and the long-term positioning of the Company.
The Compensation Committee did not attach specific weights to the foregoing
factors.

    In 2000, the Compensation Committee made stock option grants to the
executive officers of the Company totaling 292,500 shares of Pittston Common
Stock, including grants to the CEO of 200,000 shares of Pittston Common Stock.
The Compensation Committee's intent in making these grants is to further align
the interests of management and shareholders. Because the 2000 stock options
were granted with exercise prices equal to 100% of market value on the date of
grant, executive officers will benefit from such stock option grants only to the
extent the stock price of the Pittston Common Stock appreciates above the
exercise price. In addition, since such options generally 'vest' only after
periods ranging from one to three years from the date of grant, they enhance the
ability of the Company to retain executive officers while encouraging such
officers to take a longer-term view in their decisions impacting the Company.
Stock options, therefore, tie the compensation of executive officers directly to
the long-term performance of the Company.

    As a further means to align the interest of management and shareholders,
effective January 1, 2000, the Board adopted, and the Company's shareholders
approved in May 2000, the Management Performance Improvement Plan (the 'MPIP').
Participants in the MPIP, including all of the executive officers, have a
substantial portion of their compensation tied to the achievement of goals
established over three-year periods by the Board.

                                       9





<PAGE>

    The Compensation Committee believes that reasonable severance and
post-takeover employment arrangements are often an essential aspect of the terms
of employment of executive officers. The Compensation Committee also recognizes
the importance to the Company of retaining its executive officers during and
after the disruption typically provoked by a takeover offer (whether or not
ultimately successful). The Company is party to a 'change in control' employment
agreement and a severance agreement or employment agreement with each of its
executive officers, and the Compensation Committee is firmly of the view that
the Company and its shareholders have benefited from the protection which such
agreements afford its executive officers. The Compensation Committee believes
that these employment agreements provide reasonable compensation arrangements
and give the Company a high degree of management stability during a period of
economic change.

    Internal Revenue Code Section 162(m)(1) disallows a tax deduction for any
publicly held corporation for paid remuneration exceeding $1 million in any
taxable year for chief executive officers and certain other executive officers,
except for remuneration paid under qualifying 'performance based' plans. In the
past, the Company's shareholders have approved amendments to the Company's 1988
Stock Option Plan which qualify the grant of options under such plan under
Section 162(m). The MPIP approved by the Company's shareholders in 2000 also
qualifies as a 'performance-based' plan under Section 162(m)(1). The
Compensation Committee will continue to evaluate the impact of the
Section 162(m)(1) limitations on an ongoing basis in light of applicable
regulations and future events with an objective of achieving deductibility to
the extent deemed appropriate.

                                          Roger G. Ackerman, Chairman
                                          James R. Barker
                                          Gerald Grinstein
                                          Carl S. Sloane

REPORT OF AUDIT AND ETHICS COMMITTEE

    In compliance with the requirements of the New York Stock Exchange, the
Audit and Ethics Committee of The Pittston Company adopted an Audit and Ethics
Committee charter (the 'Charter'), which was approved by the Board of Directors
on May 5, 2000. A copy of the Charter is attached to this Proxy Statement as
Exhibit A, and outlines the functions and responsibilities of the Audit and
Ethics Committee. In connection with those responsibilities, the Audit and
Ethics Committee has:

         Reviewed and discussed the audited financial statements for the fiscal
         year ended December 31, 2000 with management and KPMG LLP ('KPMG'), the
         Company's independent auditors;

         Discussed with KPMG the matters required to be discussed by Statement
         on Auditing Standards No. 61 regarding required communication by
         external auditors with audit committees; and

         Received written disclosures and a letter from KPMG regarding its
         independence as required by Independence Standards Board Standard
         No. 1 and has discussed with KPMG their independence.

    The Audit and Ethics Committee also considered, as it determined
appropriate, tax matters and other areas of financial reporting and the audit
process over which the Committee has oversight.

    Based on the Audit and Ethics Committee's review and discussions described
above, the Audit and Ethics Committee recommended to the Board of Directors that
the audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000 for filing with the
Securities and Exchange Commission.

                                          Ronald M. Gross, Chairman
                                          Betty C. Alewine
                                          Marc C. Breslawsky
                                          William F. Craig
                                          Gerald Grinstein
                                          Carl S. Sloane

                                       10









<PAGE>

PERFORMANCE GRAPH

    The following graph shows a five-year comparison of cumulative total returns
for the Pittston Brink's Group Common Stock ('Pittston Common Stock')
outstanding since January 3, 1996, through December 31, 2000, the Standard &
Poors ('S&P') 500 Index, a composite index of peer companies (the 'Custom
Composite Index') selected by the Company, the S&P MidCap 400 Index and the S&P
MidCap 400 (Commercial and Consumer Services) Index.

  COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG PITTSTON COMMON STOCK,
   THE S&P 500 INDEX, THE CUSTOM COMPOSITE INDEX, THE S&P MIDCAP 400 AND THE
           S&P MIDCAP 400 (COMMERCIAL AND CONSUMER SERVICES) INDEX(1)
                           (YEAR ENDING DECEMBER 31)


                                    [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                        1/3/96    12/31/96   12/31/97   12/31/98   12/31/99   1/14/00   12/31/00
- ------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>        <C>        <C>        <C>        <C>       <C>
  Pittston Common Stock                  $100       $119       $177       $141       $ 98      $ 97       $ 89
- ------------------------------------------------------------------------------------------------------------------
  S&P 500 Index                          $100       $122       $163       $209       $253      $252       $230
- ------------------------------------------------------------------------------------------------------------------
  Custom Composite Index                 $100       $119       $174       $212       $197      $216       $193
- ------------------------------------------------------------------------------------------------------------------
  S&P MidCap 400 Index                   $100       $119       $157       $188       $215      $217       $253
- ------------------------------------------------------------------------------------------------------------------
  S&P MidCap 400 (Commercial &
  Consumer Services)                     $100       $126       $164       $218       $156      $153       $207
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------

(1) As a result of the Exchange, the Company now has one class of common stock
    instead of three separate classes of common stock, each of which was
    intended to track the performance of certain of the Company's business
    units. For the line designated as 'Pittston Common Stock' the graph depicts
    the cumulative return on $100 invested in Pittston Common Stock. For the S&P
    500 Index, the Custom Composite Index, the S&P MidCap 400 Index and the S&P
    MidCap 400 Index (Commercial & Consumer Services), cumulative returns are
    measured on an annual basis for the periods from January 3, 1996 through
    December 31, 2000, with the value of each index set to $100 on January 3,
    1996. Total return assumes reinvestment of dividends. The returns of the
    component companies included in the Custom Composite Index and the S&P
    MidCap 400 Index (Commercial & Consumer Services) are weighted according to
    such company's market capitalization at the beginning of each period.
    Companies in the Custom Composite Index are as follows: Airborne Freight
    Corp., Air Express International Corporation (through 1/14/00), Arch Coal
    Inc., Burns International Services Corp. (through second quarter 2000),
    Circle International Group Inc. (through third quarter 2000), Expeditors
    International Inc., Federal Express Corporation, Protection One Inc.,
    Wackenhut Corporation (Class A), and Westmoreland Coal Co. Companies on the
    S&P MidCap 400 Index (Commercial & Consumer Services) are as follows: Apollo
    Group Inc., Cintas Corporation, Convergys Corporation, NCH Corporation,
    Ogden Corporation, The Pittston Company, Rollins, Inc., Sotheby's Holdings,
    Stewart Enterprises, Inc. and Viad Corporation. The Company chose the S&P
    MidCap 400 Index and the S&P MidCap 400 Index (Commercial & Consumer
    Services) because the Company is included in each of these indices which
    measure the performance of the mid-size company segment of the United States
    market. Due to the inclusion of the S&P MidCap 400 Index and the S&P MidCap
    400 Index (Commercial & Consumer Services), the Company has elected to
    exclude the S&P 500 Index from performance graphs in future proxy statements
    because the Company is not included in this index.

                                       11









<PAGE>

                             PROPOSALS OF THE BOARD

    The following proposals are expected to be presented to the meeting. Holders
of Pittston Common Stock will have one vote per share.

    PROPOSAL NO. 1 -- ELECTION OF DIRECTORS: in order to be elected, nominees
for director must receive a plurality of the votes cast by those present in
person or represented by proxy at the meeting and entitled to vote thereon.
Abstentions and shares held by a broker in 'street name' ('Broker Shares') that
are not voted in the election of directors will not be included in determining
the number of votes cast.

    PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS: must receive more votes cast in favor of such proposal by holders
of the shares present in person or represented by proxy at the meeting and
entitled to vote thereon than votes cast in opposition to such proposal by such
holders. Abstentions and Broker Shares that are not voted on Proposal No. 2 will
not be counted in determining the number of votes cast.

                                       12





<PAGE>

                   PROPOSAL NO. 1  --  ELECTION OF DIRECTORS

    In accordance with the Company's charter and bylaws, the Board of Directors
is divided into three classes, with the term of office of one of the three
classes of directors expiring each year and with each class being elected for a
three-year term.

    The nominees for election as directors for three-year terms expiring in 2004
are James R. Barker, James L. Broadhead, Michael T. Dan and Ronald M. Gross.

    The Board of Directors has no reason to believe that any of the nominees are
not available or will not serve if elected. If any of them should become
unavailable to serve as a director, full discretion is reserved to the persons
named as proxies to vote for such other persons as may be properly nominated.

    Set forth below is information concerning the age, principal occupation and
employment during the past five years, other directorships and positions with
the Company of each nominee and director, and the year in which he or she first
became a director of the Company.

<TABLE>
<S>                         <C>
                                        NOMINEES FOR ELECTION AS DIRECTORS FOR
                                          A THREE-YEAR TERM EXPIRING IN 2004

[Photo]                     JAMES R. BARKER, 65, is Chairman of The Interlake Steamship
                              Co., vessel owners and operators of self unloaders. He is
(2), (3), (4), (5)            also Vice Chairman of Mormac Marine Group, Inc, vessel
                              owners of oil product carriers, and Moran Towing Corp., tug
                              and barge owners and operators. He is a director of Verizon
                              Communications. Mr. Barker has been a director of the
                              Company since 1993.

[Photo]                     JAMES L. BROADHEAD, 65, is Chairman and Chief Executive
                              Officer of FPL Group, Inc., a public utility holding
(3), (4), (5), (6)            company. He is a director of FPL Group, Inc. and its
                              subsidiary Florida Power & Light Company, Delta Air Lines,
                              Inc. and New York Life Insurance Company. Mr. Broadhead has
                              been a director of the Company since 1983.

[Photo]                     MICHAEL T. DAN, 50, is Chairman of the Board, President and
                              Chief Executive Officer of the Company. Prior to his
(4)                           election as President and Chief Executive Officer in
                              February 1998, Mr. Dan served as President and Chief
                              Executive Officer of Brink's Holding Company, Inc. since
                              1995 and President and Chief Executive Officer of Brink's,
                              Incorporated since 1993. Mr. Dan has been a director of the
                              Company since 1998.
</TABLE>

                                       13





<PAGE>

<TABLE>
<S>                         <C>
[Photo]                     RONALD M. GROSS, 67, is Chairman Emeritus of Rayonier Inc., a
                              global supplier of specialty pulps, timber and wood
(1), (3), (4), (6)            products, after retiring as Chairman and Chief Executive
                              Officer at the end of 1998. Mr. Gross was President and
                              Chief Operating Officer from 1978, when he joined Rayonier,
                              until 1981; President and Chief Executive Officer from 1981
                              to 1984; Chairman, President and Chief Executive Officer
                              from 1984 to 1996; and Chairman and Chief Executive Officer
                              from 1996 to 1998. He is a director of Rayonier Inc. and
                              Corn Products International. Inc. Mr. Gross has been a
                              director of the Company since 1995.

                                                 CONTINUING DIRECTORS

[Photo]                     ROGER G. ACKERMAN, 62, is Chairman of the Board of Corning
                              Incorporated, a company engaged in specialty glass, ceramics
(2), (3), (4), (5)            and communications and consumer products manufacturing. From
                              1996 through 2000, he served as Chairman and Chief Executive
                              Officer, prior to which he served as President and Chief
                              Operating Officer from 1992 to 1996. He is a director of
                              Corning Incorporated, Corning International Corporation, Dow
                              Corning Corporation and Massachusetts Mutual Life Insurance
                              Company. Mr. Ackerman has been a director of the Company
                              since 1991. His current term as a director of the Company
                              expires in 2003.

[Photo]                     BETTY C. ALEWINE, 52, is the retired President and Chief
                              Executive Officer of COMSAT Corporation, a provider of
(1), (3), (4), (5)            global satellite services and digital networking services
                              and technology. Mrs. Alewine served as President and Chief
                              Executive Officer of COMSAT from 1996 until August 2000,
                              when the company was acquired by Lockheed Martin
                              Corporation. She served as President of COMSAT's largest
                              operating unit from 1994 to 1996. She is a director of New
                              York Life Insurance Company, Rockwell International
                              Corporation and the Cancer Research Foundation of America.
                              Mrs. Alewine has been a director of the Company since March
                              2000. Her current term as a director of the Company expires
                              in 2003.

[Photo]                     MARC C. BRESLAWSKY, 58, is President and Chief Operating
                              Officer of Pitney Bowes Inc., a company engaged in mailing,
(1), (4), (5), (6)            shipping, copying and facsimile systems, as well as
                              mailroom, reprographics and related management services and
                              product financing, and has held that position since 1996.
                              Prior thereto, he was President of Pitney Bowes Office
                              Systems until 1990, at which time he became Vice Chairman.
                              He is a director of Pitney Bowes Inc., the United
                              Illuminating Company, C.R. Bard, Inc. and Pitney Bowes
                              Credit Corporation. Mr. Breslawsky has been a director of
                              the Company since 1999. His current term as a director of
                              the Company expires in 2002.
</TABLE>

                                       14





<PAGE>


<TABLE>
<S>                         <C>
[Photo]                     WILLIAM F. CRAIG, 69, is a private investor. He served as
                              Chairman of New Dartmouth Bank until 1994. Mr. Craig has
(1), (3), (4), (6)            been a director of the Company since 1974. His current term
                              as a director of the Company expires in 2002.

[Photo]                     GERALD GRINSTEIN, 68, is non-executive Chairman of Agilent
                              Technologies, a diversified technology company, and has held
(1), (2), (4), (6)            that position since 1999. Since 1995, he has also served as
                              a principal in Madrona Investment Group LLC, a private
                              investment company. Mr. Grinstein served as Chairman and
                              Chief Executive Officer of Burlington Northern Inc., until
                              his retirement in 1995. From 1997-1999, Mr. Grinstein served
                              as non-executive Chairman of Delta Air Lines, Inc. He is a
                              director of Agilent Technologies, Delta Air Lines, Inc., Ex-
                              pedia.com, Imperial Sugar Corporation, PACCAR Inc. and Vans,
                              Inc. Mr. Grinstein has been a director of the Company since
                              1998. His current term as a director of the Company expires
                              in 2002.

[Photo]                     CARL S. SLOANE, 64, is a private consultant and the Ernest L.
                              Arbuckle Professor of Business Administration, Emeritus at
(1), (2), (4), (6)            Harvard University, Graduate School of Business
                              Administration. From 1991 to 2000, he served as the Ernest
                              L. Arbuckle Professor of Business Administration at Harvard
                              University, Graduate School of Business Administration. He
                              is a director of Rayonier Inc., Ionics, Inc. and Sapient
                              Corporation. Mr. Sloane has been a director of the Company
                              since 1997. His current term as a director of the Company
                              expires in 2003.
</TABLE>

- ---------

(1) Audit and Ethics Committee

(2) Compensation and Benefits Committee

(3) Corporate Governance and Nominating Committee

(4) Executive Committee

(5) Finance Committee

(6) Pension Committee

RECOMMENDATION OF THE BOARD

          THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
                  FOR ALL NOMINEES FOR ELECTION AS DIRECTORS.

                                       15









<PAGE>

STOCK OWNERSHIP

    Based in part on information furnished by each nominee, director and
executive officer named in the Summary Compensation Table, the number of shares
of Pittston Common Stock beneficially owned by them at January 31, 2001, was as
follows:

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL                                     NUMBER OF SHARES
OR IDENTITY OF GROUP                                 BENEFICIALLY OWNED(a)   PERCENT OF CLASS
- --------------------                                 ---------------------   ----------------
<S>                                                <C>                        <C>
R. G. Ackerman...................................          27,213(b)               *
B. C. Alewine....................................           3,436(b)               *
J. R. Barker.....................................          28,161(b)               *
M. C. Breslawsky.................................          13,691(b)               *
J. L. Broadhead..................................          16,486(b)               *
W. F. Craig......................................          28,451(b)               *
M. T. Dan........................................         390,678(c)               *
G. Grinstein.....................................          17,886(b)               *
R. M. Gross......................................          25,251(b)               *
J. B. Hartough...................................         121,525(c)(d)            *
F. T. Lennon.....................................         144,199(c)               *
A. F. Reed.......................................         105,487(c)(e)            *
R. T. Ritter.....................................          32,811(c)               *
C. S. Sloane.....................................          19,017(b)               *
14 nominees, directors and executive officers as
  a group........................................         974,292                 1.88%
</TABLE>

- ---------

*   Except as otherwise noted, the named individuals have sole voting and
    investment power with respect to such shares of Pittston Common Stock. None
    of such individuals beneficially owns more than approximately .75% of the
    outstanding Pittston Common Stock. None of such individuals owns any of the
    Company's $31.25 Series C Cumulative Convertible Preferred Stock or the
    depositary shares relating thereto.

(a) Includes shares of Pittston Common Stock which could be acquired within 60
    days after January 31, 2001, upon the exercise of options granted pursuant
    to the Company's stock option plans, as follows:

<TABLE>
<S>                                                           <C>
    Mr. Ackerman............................................   22,389
    Mrs. Alewine............................................    2,517
    Mr. Barker..............................................   22,388
    Mr. Breslawsky..........................................   12,167
    Mr. Dan.................................................  296,168
    Mr. Gross...............................................   20,107
    Mr. Hartough............................................   85,746
    Mr. Lennon..............................................   96,772
    Mr. Reed................................................   77,030
    Mr. Ritter..............................................   10,103
    Each of Messrs. Broadhead and Craig.....................   10,971
    Each of Messrs. Grinstein and Sloane....................   16,362
    All nominees, directors and executive officers as a
     group (14 persons).....................................  700,053
</TABLE>

(b) Includes Common Stock Units representing shares of Pittston Common Stock,
    rounded to the nearest whole Common Stock Unit, credited to each Director's
    account under the Company's Directors' Stock Accumulation Plan on or prior
    to January 31, 2001, as follows:

<TABLE>
<S>                                                           <C>
    Mr. Ackerman............................................    3,566
    Mrs. Alewine............................................      919
    Mr. Barker..............................................    4,515
    Mr. Breslawsky..........................................    1,524
    Mr. Broadhead...........................................    4,157
    Mr. Craig...............................................    4,903
    Mr. Grinstein...........................................    1,524
    Mr. Gross...............................................    4,515
    Mr. Sloane..............................................    1,872
</TABLE>

                                              (footnotes continued on next page)

                                       16





<PAGE>

(footnotes continued from previous page)

 (c) Includes Common Stock Units representing shares of Pittston Common Stock,
     rounded to the nearest whole Common Stock Unit, credited to respective
     accounts under the Company's Key Employees' Deferred Compensation Program
     on or prior to January 31, 2001, as follows:

<TABLE>
<S>                                                           <C>
    Mr. Dan.................................................   70,555
    Mr. Hartough............................................   19,511
    Mr. Lennon..............................................   29,336
    Mr. Reed................................................   20,348
    Mr. Ritter..............................................   16,330
</TABLE>

     Non-employee directors do not participate in the Company's Key Employees'
     Deferred Compensation Program.

 (d) Includes 500 shares of Pittston Common Stock held by Mr. Hartough's
     daughter, for which he is custodian.

 (e) Includes 102 shares of Pittston Common Stock held jointly by Mr. Reed with
     his son, 222 shares of Pittston Common Stock held jointly by Mr. Reed with
     his daughter, and 4,441 shares of Pittston Common Stock held jointly by Mr.
     Reed with his wife.

    The following table sets forth the only persons known to the Company to be
deemed beneficial owners of more than five percent of the outstanding Pittston
Common Stock at December 31, 2000:

<TABLE>
<CAPTION>
                    NAME AND ADDRESS OF                        NUMBER OF SHARES    PERCENT
                      BENEFICIAL OWNER                        BENEFICIALLY OWNED   OF CLASS
                      ----------------                        ------------------   --------
<S>                                                           <C>                  <C>
Boston Partners Asset Management, L.P.
  Boston Partners, Inc.
  Desmond John Heathwood
  28 State Street, 20th Floor
  Boston, MA 02109..........................................      2,893,870(a)      5.6%
FMR Corp.
  Edward C. Johnson 3d
  Abigail P. Johnson
  Fidelity Management & Research Company
  Fidelity Management Trust Company
  82 Devonshire Street
  Boston, MA 02109-3614.....................................      3,907,100(b)      7.545%
David J. Greene and Company, LLC
  599 Lexington Avenue
  New York, NY 10022........................................      4,635,491(c)      8.95%
</TABLE>

- ---------

 (a) According to a report on Schedule 13G, dated February 7, 2001, filed with
     the SEC by Boston Partners Asset Management, L.P., on behalf of itself,
     Boston Partners, Inc. and Desmond John Heathwood, Boston Partners Asset
     Management, L.P., an investment adviser in accordance with Rule
     13d-1(b)(1)(ii)(E), had through such entities and person sole voting power
     over no shares of Pittston Common Stock, shared voting power over 2,893,870
     shares of Pittston Common Stock, sole dispositive power over no shares of
     Pittston Common Stock and shared dispositive power over 2,893,870 shares of
     Pittston Common Stock.

 (b) According to a report on Schedule 13G dated February 14, 2001, filed with
     the SEC by FMR Corp. on behalf of itself; Edward C. Johnson 3d, Chairman of
     FMR Corp.; Abigail P. Johnson, a Director of FMR Corp.; FMR Corp.'s direct
     subsidiary, Fidelity Management & Research Company, an investment adviser
     registered under the Investment Advisers Act of 1940; and Fidelity
     Management Trust Company, a bank and wholly-owned subsidiary of FMR Corp.,
     FMR Corp. had through such entities sole voting power over 75,400 shares of
     Pittston Common Stock, shared voting power over no shares of Pittston
     Common Stock, sole dispositive power over 3,907,100 shares of Pittston
     Common Stock and shared dispositive power over no shares of Pittston Common
     Stock.

 (c) According to a report on Schedule 13G dated February 14, 2001, filed with
     the SEC by David J. Greene and Company, LLC, an investment adviser
     registered under the Investment Advisers Act of 1940, David J. Greene and
     Company, LLC, had sole voting power over 278,265 shares of Pittston Common
     Stock, shared voting power over 2,254,381 shares of Pittston Common Stock,
     sole dispositive power over 278,265 shares of Pittston Common Stock and
     shared dispositive power over 4,357,226 shares of Pittston Common Stock.

                                       17





<PAGE>

                 PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF
                         INDEPENDENT PUBLIC ACCOUNTANTS

    The Board of Directors has, subject to shareholder approval, selected KPMG
LLP as the Company's independent public accountants for the year 2001 and
recommends approval of such selection by the shareholders. KPMG LLP served in
this capacity for the year 2000. One or more representatives of KPMG LLP will
attend the annual meeting and will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.

    Pursuant to the Securities and Exchange Commission's recently-adopted rules
regarding auditor independence, the Company makes the following disclosures:

AUDIT FEES

    The Company was billed $1,661,140 in the aggregate by KPMG LLP for the audit
of the Company's annual financial statements for the fiscal year ended December
31, 2000, and for the reviews of the Company's financial statements included in
the Company's Forms 10-Q for the same fiscal year.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

    The Company was billed $155,682 in the aggregate by KPMG LLP for financial
information systems design and implementation services rendered during the
fiscal year ended December 31, 2000.

ALL OTHER FEES

    The Company was billed $2,401,035 in the aggregate by KPMG LLP for all other
services rendered during the fiscal year ended December 31, 2000.

CONSIDERATION OF AUDITOR INDEPENDENCE

    In connection with recently-adopted rules by the Securities and Exchange
Commission regarding auditor independence, the Audit and Ethics Committee has
considered whether financial information systems design and implementation
services and other non-audit services provided by KPMG to the Company are
compatible with maintaining KPMG's independence.

RECOMMENDATION OF THE BOARD

          THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
            FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS.

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

                               OTHER INFORMATION

SHAREHOLDER PROPOSALS

    To nominate a director at the annual meeting, a shareholder must satisfy
conditions specified in the Company's bylaws. A shareholder who wishes to
suggest potential nominees to the Board of Directors for consideration should
write to the Secretary of the Company, stating in detail the qualifications of
such nominees for consideration by the Nominating Committee of the Board. The
Company's bylaws also prescribe the procedures a shareholder must follow to
bring other business before annual meetings. For a shareholder to nominate a
director or directors at the 2002 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 2002 annual meeting, notice must be given to the Secretary of the
Company between September 29, 2001, and November 28, 2001, inclusive. The notice
must include a description of the proposed business, the reason for it, the
complete text of any resolution and other specified matters.

    Any shareholder desiring a copy of the Company's bylaws will be furnished
one without charge upon written request to the Secretary.

                                       18





<PAGE>

                                 OTHER MATTERS

    The cost of this solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, telegram, in person or by other means. Arrangements also will be
made with brokerage firms and other custodians, nominees and fiduciaries to
forward proxy solicitation material to the beneficial owners of Pittston Common
Stock held of record by such persons and the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith. The Company has
retained Georgeson Shareholder Communications Inc. to perform various proxy
advisory and solicitation services. The fee of Georgeson Shareholder
Communications Inc. in connection with the 2001 annual meeting is currently
estimated to be approximately $15,000, plus reimbursement of out-of-pocket
expenses.


                                                   AUSTIN F. REED
                                                   Secretary

March 28, 2001






                                       19










<PAGE>

                                                                       EXHIBIT A


                              THE PITTSTON COMPANY

                           AUDIT AND ETHICS COMMITTEE
                                    CHARTER

I. PURPOSE

    1.1 The primary purpose of the Audit and Ethics Committee (the 'Committee')
        is to assist the Board of Directors (the 'Board') in fulfilling its
        responsibility to oversee management's conduct of the Company's
        financial reporting process, by the oversight of the regular financial
        reports and other financial information provided by the Company to the
        Securities and Exchange Commission or the public, the Company's systems
        of internal accounting and financial controls, the annual independent
        audit of the Company's financial statements and the Company's legal
        compliance and business ethics programs.

    1.2 In discharging its oversight role, the Committee is empowered to
        investigate any matter brought to its attention with full access to all
        books, records, facilities and personnel of the Company and the power to
        retain outside counsel, auditors or other experts for this purpose.
        These parties are ultimately accountable to the Board and the Committee.

    1.3 The Committee shall, on an annual basis:

        a) Review the adequacy of this Charter; and

        b) Assess the Committee's performance under this Charter.

                                   MEMBERSHIP

    2.1 The Committee shall be comprised of not fewer than three members of the
        Board, and the Committee's composition will meet the requirements of the
        Audit Committee Policy of the New York Stock Exchange and where
        applicable, rules and regulations of the Securities and Exchange
        Commission.

    2.2 All of the members will be directors who, in the business judgment of
        the Board of Directors:

        a) Have no relationship to the Company that interferes with the exercise
           of their independence from management and the Company; and

        b) Are financially literate or who become financially literate within a
           reasonable period of time after appointment to the Committee.

    2.3 At least one member of the Committee will have, in the business judgment
        of the Board of Directors, accounting or related financial management
        expertise.

                              KEY RESPONSIBILITIES

    3.1 The Committee's job is one of oversight and it recognizes that the
        Company's management is responsible for preparing the Company's
        financial statements and that the outside auditors are responsible for
        auditing those financial statements. Additionally, the Committee
        recognizes that financial management, as well as the outside auditors,
        have more knowledge of the day-to-day operations of the Company and more
        detailed information regarding the Company than do Committee members;
        consequently, in carrying out its oversight responsibilities, the
        Committee is not providing any expert or special assurance as to the
        Company's financial statements or any professional certification as to
        the outside auditor's work.

    3.2 The following functions shall be the common recurring activities of the
        Committee in carrying out its oversight function. These functions are
        set forth as a guide with the understanding that the Committee may
        diverge from this guide as appropriate given the circumstances:

        a) The Committee shall review with management and the outside auditors
           the audited financial statements to be included in the Company's
           Annual Report on Form 10-K (or the

                                      A-1





<PAGE>

            Annual Report to Shareholders if distributed prior to the filing of
            Form 10-K) and review and consider with the outside auditors the
            matters required to be discussed by Statement of Auditing Standards
            ('SAS') No. 61.

         b) As a Committee, or through the Committee chairman, the Committee
            shall review with the outside auditors the Company's interim
            financial results to be included in the Company's quarterly reports
            to be filed with the Securities and Exchange Commission and the
            matters required to be discussed by SAS Nos. 61 and 71, as
            applicable; this review will occur prior to the Company's filing of
            the Form 10-Q.

         c) The Committee shall discuss with management and the outside auditors
            the quality and adequacy of the Company's internal controls.

         d) The Committee shall:

            (i)   Request from the outside auditors annually, a formal written
                  statement delineating all relationships between the auditor
                  and the Company consistent with Independence Standards Board
                  Standard Number 1;

            (ii)  Discuss with the outside auditors any such disclosed
                  relationships and their impact on the outside auditor's
                  independence; and

            (iii) Recommend that the Board take appropriate action in response
                  to the outside auditor's report to satisfy itself of the
                  auditor's independence.

         e) The Committee, subject to any action that may be taken by the full
            Board, shall have the ultimate authority and responsibility to
            select (or nominate for shareholder approval), evaluate and, where
            appropriate, replace the outside auditor.

    3.3  The Committee annually shall provide a report for inclusion in the
         Company's proxy statement in accordance with applicable law and
         regulation.

    3.4  The Committee shall provide from time-to-time affirmation,
         confirmation, certification and information to the New York Stock
         Exchange as is required by the rules of such organization with respect
         to the Committee, its membership and its operation.

                                      A-2





<PAGE>

                                   APPENDIX 1


                                   DETACH HERE



                              THE PITTSTON COMPANY

    Proxy/Voting Direction Card Solicited on Behalf of the Board of Directors
                 for Annual Meeting of Shareholders, May 4, 2001

The undersigned hereby appoints Michael T. Dan, Austin F. Reed and Robert T.
Ritter and each of them as proxy, with full power of substitution, to vote all
shares of common stock of the undersigned in The Pittston Company at the Annual
Meeting of Shareholders to be held on May 4, 2001, at 1:00 p.m., Eastern
Daylight time, and at any adjournment thereof, on all matters coming before the
meeting. The proxies will vote: (1) as the undersigned specifies on the back of
this card; (2) where the undersigned does not specify a vote on a matter listed
on the back of this card, "FOR" all nominees listed in Item 1 and "FOR" Item 2;
and (3) as the proxies decide on any other matter.

This Proxy/Voting Direction Card also will serve as a direction to the Funding
Agent of the Company's Savings-Investment Plan and the Recordkeeper/Custodian of
the Company's 1994 Employee Stock Purchase Plan to vote all shares in The
Pittston Company credited to the account of the undersigned. The Funding Agent
and the Recordkeeper/Custodian will vote: (1) as the undersigned specifies on
the back of this card; (2) where the undersigned does not specify a vote on a
matter listed on the back of this card, "FOR" all nominees listed in Item 1 and
"FOR" Item 2; and (3) proportionately with the shares as to which directions by
other Plan participants shall have been received, to the extent that the
undersigned has not timely directed the manner in which such shares shall be
voted; and (4) as the Funding Agent and the Recordkeeper/Custodian decide on any
other matter.

If registrations are not identical, you may receive more than one set of proxy
materials. Please complete and return all cards you receive. If you wish to vote
or direct a vote on all matters listed on the back of this card as the Board of
Directors recommends, please sign, date and return this card. If you wish to
vote or direct a vote on Items individually, please also mark the appropriate
boxes on the back of this card.

SEE REVERSE SIDE                                              SEE REVERSE SIDE

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE




<PAGE>

THE PITTSTON COMPANY
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398

                                  DETACH HERE

 [  ]   Please mark X votes as in this example.

The Board of Directors Recommends a vote "FOR ALL NOMINEES" in Item 1 and "FOR"
Item 2.

1. Election of the following four nominees:
Nominees: (01) James R. Barker, (02) James L. Broadhead,
          (03) Michael T. Dan, and (04) Ronald M. Gross.

FOR ALL NOMINEES [ ]      WITHHELD FROM ALL NOMINEES [ ]

     --------------------------------------
[  ] For all nominees except as noted above

2. Approval of KPMG LLP as independent public accountants.

FOR     AGAINST     ABSTAIN
[ ]       [ ]         [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

NOTE:  Please sign as name appears  hereon.  Joint owners  should
each sign.  When  signing as attorney,  executor,  administrator,
trustee or guardian, please give full title as such.

Signature:________________ Date: ________Signature: ______________ Date:________


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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