WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                 AMENDMENT NO. 2

                        Pittston Co.; Pittston BAX Group
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1 ( b)
[ ] Rule 13d-1 ( c)
[ ] Rule 13d-1 ( d)

The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures  provided in a prior cover page. The information in the remainder of
this cover page shall not be deemed to be "filed"  for the purpose of Section 18
of the Securities  and Exchange Act of 1934 ("Act") or otherwise  subject to the
liabilities  of that  section  of the Act but  shall  be  subject  to all  other
provisions of the Act (however, see the Notes).

13G Cusip No. 725701880 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Westport Asset Management, Inc. - 06-1087640 Westport Advisers LLC - 06-1497709 --------------------------------------------------------------------------- 2. Check the appropriate box if a member of a group* (a) [ ] (b) [X] --------------------------------------------------------------------------- 3. SEC Use Only --------------------------------------------------------------------------- 4. Citizenship or Place or Organization Connecticut - -------------------------------------------------------------------------------- 5. Sole Voting Power 350,675 Number of ------------------------------------------------------------ Shares 6. Shared Voting Power Beneficially 1,342,325 Owned By ------------------------------------------------------------ Each 7. Sole Dispositive Power Reporting 350,675 Person ------------------------------------------------------------ With 8. Shared Dispositive Power 1,725,525 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by each Reporting Person 2,076,200 --------------------------------------------------------------------------- 10. Check Box if the aggregate amount in row (9) excludes certain shares [ ] 0 --------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 9.97% --------------------------------------------------------------------------- 12. Type of Reporting Person* IA - -------------------------------------------------------------------------------- Item 1 (a): Name of Issuer: - ----------- --------------- Pittston Co.; Pittston BAX Group Item 1 (b): Address of Issuer's Principal Executive Offices: - ----------- ------------------------------------------------ 1000 Virginia Center Pkwy; P.O. Box 4229 Glen Allen, VA 23058-4229 Item 2 (a): Name of Person Filing: - ----------- ---------------------- Westport Asset Management, Inc. Item 2 (b): Address of Principal Business Office: - ----------- ------------------------------------- 253 Riverside Avenue Westport, CT 06880 Item 2(c): Citizenship: - ---------- ------------ Connecticut Item 2(d): Title of Class of Securities: - ---------- ----------------------------- Common Stock Item 2 (e): CUSIP Number: - ----------- ------------- 725701880 Item 3. If this stated is filed pursuant to Rules - ------- ----------------------------------------- 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in Section 3(b)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a) (19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act (e) (X) Investment Adviser registered under Section 203 of the Investment Advisors Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the Provisions of the Employee Retire- ment Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1 (b)(1)(ii)(F) (g) (X) Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) ( ) Group in accordance with ss.240.13d-1 (b)(1)(ii)(H) Item 4. Ownership. - ------- ---------- (a) Amount Beneficially owned: 2,076,200 shares (b) Percent of Class: 9.97% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 350,675 (ii) shared power to vote or to direct the vote: 1,342,325 (iii)sole power to dispose or to direct the disposition of: 350,675 (iv) shared power to dispose or to direct the disposition of: 1,725,525 Item 5. Ownership of Five Percent or Less of a Class - ------- -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ) Item 6. Ownership of More than Five Percent on Behalf of Another Person: - ------- ---------------------------------------------------------------- Westport Asset Management, Inc. is deemed to be a beneficial owner for purposes of Rule 13 (d) since it has shared power to make decisions whether to retain, dispose of the securities of many unrelated clients. Westport Asset Management, Inc. does not, however, have an economic interest in the securities of those clients. The clients are actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. The Reporting Person disclaims beneficial ownership of such shares and disclaims the existence of any group. Employee (s) of Westport Asset Management, Inc. and Westport Advisers LLC, ("Employees") own 0 shares. Employee(s) own these shares in their personal securities accounts. Westport Asset Management,Inc. disclaims beneficial ownership of these shares since these shares were purchased with each employee(s)' personal funds and each employee has exclusive dispositive voting power over the shares held in their respective accounts. With regard to the shares set forth under Item 4. (c ) (ii), Westport Asset Management Inc. and Westport Advisers LLC are deemed to be beneficial owners for purposes of Rule 13 (d) since they both have shared power to make decisions whether to retain or dispose and vote the securities. Westport Advisers LLC serves as investment manager of The Westport Funds, mutual funds which hold such shares in the ordinary course of their business not with the purpose nor with the effect of changing or influencing the control of the issuer. Item 7. Identification and Classification of the Subsidiary Which - ------- acquired the Security Being Reported on By the Parent Holding Company. ----------------------------------------------------------------- Westport Asset Management,Inc. makes this filing pursuant to Rule 13D-1 (b) (ii) (G) since it owns 50% of Westport Advisers LLC, and does not own over 1% of the issuer. Westport Asset Management, Inc. is an investment advisor and Westport Advisors LLC is an investment advisor for a Series of Public Mutual Funds. Item 8. Identification and Classification of Members of the Group. - ------- ---------------------------------------------------------- N/A Item 9. Notice of Dissolution of Group. - ------- ------------------------------- N/A Item 10. Certification - -------- ------------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Disclaimer - ---------- The undersigned expressly declares that the filing of this Schedule 13G shall not be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Securities Act of 1934, the beneficial owner of any securities covered by this statement. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 16, 2000 Westport Asset Management, Inc. By /s/ Andrew J. Knuth ---------------------------- Andrew J. Knuth, Chairman