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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LENNON FRANK T
(Last) (First) (Middle)
1801 BAYBERRY COURT
P.O. BOX 18100
(Street)
RICHMOND VA 23226
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BRINKS CO [ BCO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP - Human Res. & Admin.
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units $0(1) 06/04/2004 A 168(1) 01/01/2005(1) 01/01/2005(1) Common Stock 168(1) $0(1) 60,227(1)(2) D
Explanation of Responses:
1. This balance reflects an estimation of Units representing shares of The Brink's Company Common Stock ("BCO") to be credited to the Reporting Person's account under the Key Employees' Deferred Compensation Program (the "Program"). Under the terms of the Program, the Reporting Person has chosen to make bi-weekly salary deferrals to an incentive account. As of the end of each fiscal year, the amount of salary deferred to the account is converted into Units representing shares of BCO and credited to the Reporting Person's account in accordance with the terms of the Program. The balance listed above is an estimate of the value of these Units based upon trading prices of BCO for the two-week period ended June 4, 2004.
2. Total beneficial ownership has been adjusted to reflect actual allocations to the Reporting Person?s account for the year ended December 31, 2003 (as reported on the Report on Form 5 filed on behalf of the Reporting Person with the Commission on February 17, 2004), and includes all bi-weekly estimated deferrals to date. The bi-weekly acquisitions of such Units have been timely reported on Form 4s.
Remarks:
/s/ Elizabeth C. Restivo Elizabeth C. Restivo, Attorney-in-Fact for Frank T. Lennon 06/08/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 EXHIBIT 24

						POWER OF ATTORNEY

	 KNOW ALL MEN BY THESE
PRESENTS that the undersigned hereby authorizes, designates and appoints
Austin F. Reed, McAlister C. Marshall, II and Elizabeth C. Restivo, and
each of them, his/her true and lawful attorney-in-fact and agent to sign
and file with the Securities and Exchange Commission on his/her behalf with
respect to the ownership of, or transactions in, securities of The Brink's
Company, any report, statement or form (including Form 3, Form 4 and Form
5), and to do any and all acts and things for purposes of complying with
Section 16 of the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission thereunder; and the undersigned does hereby ratify and confirm
all that each of said attorneys shall do or cause to be done by virtue
hereof.

	 The authorization contained herein shall continue in effect
until revoked in writing.

	 IN WITNESS WHEREOF, I have hereunto set my
hand as of June 1, 2004.



									/s/ Frank T. Lennon

- ---------------------------------------
									 Frank T. Lennon