8-K

                 SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549

                           ___________

                            FORM 8-K

           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) 
               OF THE SECURITIES EXCHANGE ACT OF 1934

                         November 16, 1998
                          Date of Report


                      THE PITTSTON COMPANY
     (Exact name of registrant as specified in its charter)


             Virginia                                54-1317776
(State of incorporation or organization) (I.R.S. employer identification no.)


                            P.O. Box 4229
                    1000 Virginia Center Parkway
                         Glen Allen, Virginia                    23058-4229
                   (Address of principal executive offices)       (Zip Code) 

                            (804) 553-3600
             (Registrant's telephone number, including area code)

                        ___________________________


Item 5.   Other Events

          On October 14, 1998, the Registrant and The Chase Manhattan Bank 
(the "Trustee"), as Trustee, entered into Amendment No. 3 to the
Trust Agreement (as amended, the "Trust Agreement"), dated December 7, 1992, 
as amended by Amendment No. 1 thereto, dated as of July 27, 1993, and 
Amendment No. 2 thereto, dated as of January 19, 1996, that created The 
Pittston Company Employee Benefits Trust (the "Trust").  Pursuant to the terms 
of the Trust Agreement, on November 13, 1998, the Registrant sold 1,500,000 
additional shares of Pittston BAX Group Common Stock, $1.00 par value per 
share, and 800,000 additional shares of Pittston Minerals Group Common Stock, 
$1.00 par value per share, (collectively, the "Company Stock"), at prices equal 
to $8.1875 per share and $3.50 per share, respectively, (the last reported sales
prices on the New York Stock Exchange Composite Tape on November 12, 1998), for 
an aggregate purchase price of $15,081,250.  The purchase price is evidenced by 
a promissory note (the "Note") delivered by the Trustee to the Registrant.  
The Note bears interest at the rate of nine and one-half percent (9.5%) per 
annum and is payable in installments as provided therein.

The Registrant may from time to time contribute cash to the Trust that, 
together with earnings of the Trust (primarily dividends on the shares of 
Company Stock), will be applied to payment of installments of principal and 
interest on the Note.  If the Registrant fails to make sufficient 
contributions on the due date of any installment, the amount of the 
deficiency with respect to such installment may be forgiven.  The Note is 
subject to prepayment in a similar manner.

The Trust was created to provide for the satisfaction of certain obligations
of the Registrant and its affiliates under various employee benefit plans of 
the Registrant, particularly those providing for the acquisition by employees
of shares of Company Stock.  The Registrant believes that the Trust should 
have the effect of enhancing the Registrant's credit capacity and financial 
flexibility.

The shares of Company Stock held by the Trust are legally outstanding, but 
under generally accepted accounting principals will not be taken into account
for purposes of determining earnings per share of the Registrant and its 
consolidated subsidiaries.  The Trust and the Trustee disclaim beneficial 
ownership of all of such shares.

Item 7.   Financial Statements and Exhibits

Exhibit No.         Description

     99(a)          Amendment No. 3 to The Pittston Company Employee Benefits  
                    Trust Agreement, dated October 14, 1998, between The 
                    Pittston Company and the Chase Manhattan Bank, as Trustee. 

     99(b)          Form of Promissory Note, dated November 13, 1998, delivered
                    to the Registrant by the Trustee.  


                                  SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereto duly authorized.

                                   THE PITTSTON COMPANY
                                   (Registrant)


Date: November 16, 1998            By:  /s/ Austin F. Reed
                                   Name: Austin F. Reed
                                   Title:  Vice President, General 
                                           Counsel and Secretary

EX-99

                                                          Exhibit 99(a)

                             AMENDMENT NO. 3 
                          TO THE PITTSTON COMPANY 
                     EMPLOYEE BENEFITS TRUST AGREEMENT

AMENDMENT NO. 3, dated as of October 14, 1998, to the TRUST AGREEMENT, 
dated December 7, 1992, by and between THE PITTSTON COMPANY, a Virginia 
corporation (the "Company"), as amended by Amendment No. 1 thereto, dated as 
of July 27, 1993, and Amendment No. 2 thereto, dated as of January 19, 1996 
(said Trust Agreement as so amended being hereinafter called the "Trust 
Agreement"), and THE CHASE MANHATTAN BANK , as trustee of the Trust created 
by said Trust Agreement (the "Trustee").

The Trust Agreement provides for a trust (the "Trust") that was created in 
1992 to permit the Company to satisfy its various obligations in respect of, 
among other things, certain of its compensation and benefit plans.  
Immediately prior to the date of this Amendment No. 3, the Trust held 
2,219,905 shares of Pittston Brink's Group Common Stock, par value $1.00 per 
share ("Brink's Stock"), 520,143 shares of Pittston Group BAX Common Stock, 
par value $1.00 per share ("BAX Stock"), and 85,055 shares of Pittston 
Minerals Group Common Stock, par value $1.00 per share ("Minerals Stock").  
Pursuant to approval of its Board of Directors on March 13, 1998, the Company 
filed with the Virginia State Corporation Commission on March 13, 1998, Articles
of Restatement to the Company's Restated Articles of Incorporation pursuant 
to which the name of Pittston Burlington Group Common Stock, par value $1.00 
per share, was changed to Pittston BAX Group Common Stock, par value $1.00 
per share.  The Company has determined that the number of shares of  Brink's 
Stock, BAX Stock and Minerals Stock, respectively, held by the Trust should be 
increased from time to time to replace those shares distributed by the Trust in 
accordance with the terms of the Trust Agreement.

The parties hereto desire to amend and supplement the Trust Agreement as 
hereinafter provided in order to: (i) give effect to the name change of BAX 
Stock and (ii) provide for increases in the number of shares of Brink's Stock, 
BAX Stock and Minerals Stock held by the Trust.

NOW THEREFORE, in consideration for the mutual agreements contained herein and 
for other good and valuable consideration, the parties hereto agree as follows:

1. Section 2.4 of the Trust Agreement is hereby amended and supplemented to read
as follows:

          Section 2.4.   "Company Stock" means shares of Brink's Stock, BAX 
Stock and/or Minerals Stock, as the case may be, except that, as used in 
Section 3.1, such term shall mean Common Stock, par value $1.00 per share, of 
the Company outstanding prior to July 27, 1993.

2.   Section 2.4.3 of the Trust Agreement is hereby amended as supplemented as 
follows:

          Section 2.4.3. "BAX Stock" means shares of Pittston BAX Group Common
Stock, 
par value $1.00 per share, of the Company.

3. Section 2.7 of the Trust Agreement is hereby amended as supplemented as 
follows:

          Section 2.7.   "Note" means the Promissory Note of the Trust to the 
Company dated December 7, 1992, representing indebtedness of the Trust incurred 
to purchase Company Stock or any subsequently issued Promissory Note of the 
Trust to the Company representing indebtedness of the Trust incurred to 
purchase Company Stock.

4. Section 3.1 of the Trust Agreement is hereby amended and supplemented as 
follows:

          Section 3.1.   Delivery of Company Stock.  From time to time the 
Company may convey to the Trust additional shares of Company Stock, such shares 
to be administered and disposed of by the Trustee as provided in Article IV.  
The Trustee will deliver to the Company, on behalf of the Trust, one or more 
Notes in payment of the aggregate purchase price for the additional shares of 
Company Stock conveyed, in a principal amount equal to the sum of the number of 
shares of each of Brink's Stock, BAX Stock and Mineral conveyed multiplied by
the last sales price of a share of Brink's Stock, BAX Stock and Minerals 
Stock, respectively, as reported on the New York Stock Exchange Composite 
Tape on the last business day prior to the date of such conveyance, each Note
to be in substantially the form set forth as Exhibit C annexed hereto.

5. The last sentence of Section 4.4(a) is hereby amended and supplemented to 
read as follows:

     All actions taken by the Trustee with respect to the Brink's Stock, BAX 
Stock and Minerals Stock pursuant to the last preceding sentence shall be 
solely in accordance with the certification by the SIP Trustee of directions 
received from SIP participants with respect to Brink's Stock, BAX Stock and 
Minerals Stock, respectively.

6. The last sentence of Section 4.4(b) is hereby amended and supplemented to 
read as follows:

     All actions taken by the Trustee with respect to Brink's Stock, BAX Stock 
and Minerals Stock pursuant to the last preceding sentence shall be solely in
accordance with the certification by the SIP Trustee of directions received 
from the SIP participants with respect to Brink's Stock, BAX Stock and 
Minerals Stock, respectively.

     7.   Except as hereinabove provided, the Trust Agreement shall remain in 
full force and effect.

     IN WITNESS WHEREOF, the Company and the Trustee have executed this 
Amendment as of the date set forth above.
          
                                       THE PITTSTON COMPANY


                                       By:   /s/ James B. Hartough            
                                       Name:  James B. Hartough                
                                       Title: Vice President - Corporate 
                                              Finance and Treasurer

                                       CHASE MANHATTAN BANK, TRUSTEE


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

EX-99

                                                     Exhibit 99(b)

                        PROMISSORY NOTE

Richmond, Virginia                            November 13, 1998

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

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

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

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

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

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

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

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

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

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

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



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


                                                         SCHEDULE 1




                         Promissory Note

                    Schedule of Payments and
                      Amounts Outstanding




                                                    Total Remaining
Date of Payment            Amount of Payment     Principal Amount Outstanding