SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

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

               For the transition period from ________ to ________

                          Commission file number 1-9148

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

                               Virginia 54-1317776
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X No ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date.  41,573,743  shares of $1 par
value  Pittston  Brink's Group Common Stock,  20,718,972  shares of $1 par value
Pittston  Burlington  Group  Common Stock and  8,405,908  shares of $1 par value
Pittston Minerals Group Common Stock as of November 11, 1996.

                                       --
                                        1

                         Part I - Financial Information
                      The Pittston Company and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)

                                                                                September 30,         December 31,
                                                                                         1996                 1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
                                                                                  (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents                                                       $      54,623               52,823
Short-term investments, at lower of cost or market                                      2,223               29,334
Accounts receivable (net of estimated amount uncollectible:
  1996 - $15,986; 1995 - $16,075)                                                     427,322              421,246
Inventories, at lower of cost or market                                                41,400               46,399
Prepaid expenses                                                                       31,990               31,556
Deferred income taxes                                                                  49,841               55,335
- ------------------------------------------------------------------------------------------------------------------
Total current assets                                                                  607,399              636,693
Property, plant and equipment, at cost (net of accumulated depreciation,
  depletion and amortization: 1996 - $455,500; 1995 - $437,346)                       519,743              486,168
Intangibles, net of amortization                                                      317,382              327,183
Deferred pension assets                                                               124,059              123,743
Deferred income taxes                                                                  64,686               72,343
Other assets                                                                          155,586              161,242
- ------------------------------------------------------------------------------------------------------------------
Total assets                                                                    $   1,788,855            1,807,372
- ------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                           $      35,645               37,063
Current maturities of long-term debt                                                    5,092                7,280
Accounts payable                                                                      238,966              263,444
Accrued liabilities                                                                   290,410              286,701
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                             570,113              594,488
Long-term debt, less current maturities                                               149,967              133,283
Postretirement benefits other than pensions                                           225,110              219,895
Workers' compensation and other claims                                                116,235              125,894
Deferred income taxes                                                                  13,633               17,213
Other liabilities                                                                     130,738              194,620
Shareholders' equity:
Preferred stock, par value $10 per share:
  Authorized: 2,000 shares $31.25 Series C Cumulative Convertible
   Preferred Stock
  Issued: 1996 - 115,360 shares; 1995 - 136,280 shares                                  1,154                1,362
Pittston Brink's Group common stock, par value $1 per share:
  Authorized: 100,000,000 shares
  Issued: 1996 - 41,573,743 shares; 1995 - 41,573,743 shares                           41,574               41,574
Pittston Burlington Group common stock, par value $1 per share:
  Authorized: 50,000,000 shares
  Issued: 1996 - 20,766,572 shares; 1995 - 20,786,872 shares                           20,766               20,787
Pittston Minerals Group common stock, par value $1 per share:
  Authorized: 20,000,000 shares
  Issued: 1996 - 8,405,908 shares; 1995 - 8,405,908 shares                              8,406                8,406
Capital in excess of par value                                                        417,071              401,633
Retained earnings                                                                     250,385              188,728
Equity adjustment from foreign currency translation                                   (20,546)             (20,705)
Employee benefits trust, at market value                                             (135,751)            (119,806)
- ------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                            583,059              521,979
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                      $   1,788,855            1,807,372
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       --
                                        2

                      The Pittston Company and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                                            Three Months                  Nine Months
                                                                           Ended September 30           Ended September 30
                                                                          1996           1995           1996          1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Net sales                                                           $  177,195        177,702        522,715       557,653
Operating revenues                                                     609,678        574,751      1,759,654     1,605,651
- --------------------------------------------------------------------------------------------------------------------------
Net sales and operating revenues                                       786,873        752,453      2,282,369     2,163,304
- --------------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales                                                          167,907        167,261        531,128       542,061
Operating expenses                                                     502,222        476,614      1,465,739     1,346,739
Restructuring and other charges, including litigation accrual                -              -        (35,650)            -
Selling, general and administrative expenses                            74,711         68,381        218,033       195,002
- --------------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                               744,840        712,256      2,179,250     2,083,802
- --------------------------------------------------------------------------------------------------------------------------
Other operating income                                                   3,684          3,135         13,742        22,417
- --------------------------------------------------------------------------------------------------------------------------
Operating profit                                                        45,717         43,332        116,861       101,919
Interest income                                                            880            902          2,216         2,554
Interest expense                                                        (3,409)        (3,665)       (10,533)      (10,409)
Other expense, net                                                      (2,506)        (1,817)        (6,912)       (4,013)
- --------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                              40,682         38,752        101,632        90,051
Provision for income taxes                                              11,638          9,153         28,542        21,779
- --------------------------------------------------------------------------------------------------------------------------
Net income                                                              29,044         29,599         73,090        68,272
Preferred stock dividends, net                                             146           (521)          (773)       (1,697)
- --------------------------------------------------------------------------------------------------------------------------
Net income attributed to common shares                              $   29,190         29,078         72,317        66,575
- --------------------------------------------------------------------------------------------------------------------------

Pittston Brink's Group:
Net income attributed to common shares                              $   15,841         14,613         41,714        36,124
- --------------------------------------------------------------------------------------------------------------------------
Net income per common share                                         $      .41            .38           1.09           .95
- --------------------------------------------------------------------------------------------------------------------------
Cash dividend per common share                                      $     .025           .023           .075          .069
- --------------------------------------------------------------------------------------------------------------------------

Pittston Burlington Group:
Net income attributed to common shares                              $   10,705         10,524         23,214        22,582
- --------------------------------------------------------------------------------------------------------------------------
Net income per common share                                         $      .56            .55           1.21          1.19
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share                                     $      .06           .054            .18          .162
- --------------------------------------------------------------------------------------------------------------------------

Pittston Minerals Group:
Net income attributed to common shares                              $    2,644          3,941          7,389         7,869
- --------------------------------------------------------------------------------------------------------------------------
Net income per common share:
  Primary                                                           $      .33            .51            .94          1.01
  Fully diluted                                                     $      .25            .45            .82           .96
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share                                     $    .1625          .1625          .4875         .4875
- --------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       --
                                        3

                      The Pittston Company and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                                                        Nine Months Ended September 30
                                                                                                    1996          1995
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                         
Cash flows from operating activities:
Net income                                                                                  $     73,090        68,272
Adjustments to reconcile net income to net cash provided by operating activities:
  Noncash charges and other write-offs                                                            24,259             -
  Depreciation, depletion and amortization                                                        82,880        78,710
  Provision for aircraft heavy maintenance                                                        23,980        19,226
  Provision for deferred income taxes                                                             10,496         8,564
  Provision (credit) for pensions, noncurrent                                                      1,043        (2,729)
  Provision for uncollectible accounts receivable                                                  5,313         3,741
  Equity in earnings of unconsolidated affiliates, net of dividends received                      (1,364)        1,516
  Other operating, net                                                                             5,401          (559)
  Change in operating assets and liabilities net of effects of acquisitions:
    Increase in accounts receivable                                                              (14,644)      (49,547)
    Decrease (increase) in inventories                                                             4,999       (12,601)
    Increase in prepaid expenses                                                                  (1,105)       (5,136)
    (Decrease) increase in accounts payable and accrued liabilities                              (23,046)       12,113
    (Increase) decrease in other assets                                                           (7,622)           43
    Decrease in other liabilities                                                                (49,437)      (17,335)
    Decrease in workers' compensation and other claims, noncurrent                                (9,659)      (13,500)
    Other, net                                                                                       338        (1,464)
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                        124,922        89,314
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                                      (116,294)      (81,325)
Aircraft heavy maintenance                                                                       (15,215)      (11,406)
Proceeds from disposal of property, plant and equipment                                           12,496        18,525
Acquisitions, net of cash acquired, and related contingent payments                                 (971)       (3,727)
Other, net                                                                                         6,519         2,908
- ----------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                           (113,465)      (75,025)
- ----------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                                 20,375        18,482
Reductions of debt                                                                                (9,510)      (13,752)
Repurchase of stock of the Company                                                                (8,268)      (10,606)
Proceeds from exercise of stock options                                                            3,101         2,954
Proceeds from stock purchased by benefit plans                                                       362           767
Dividends paid                                                                                   (13,242)      (13,284)
Cost of Brink's Stock Proposal                                                                    (2,475)            -
- ----------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                                             (9,657)      (15,439)
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                               1,800        (1,150)
Cash and cash equivalents at beginning of period                                                  52,823        42,318
- ----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                  $     54,623        41,168
- ----------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       --
                                        4

                      The Pittston Company and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (In thousands, except per share amounts)
                                   (Unaudited)

(1)  The  Pittston  Company  (the  "Company")  prepares  consolidated  financial
     statements in addition to separate  financial  statements  for the Pittston
     Brink's Group (the "Brink's  Group"),  the Pittston  Burlington  Group (the
     "Burlington Group") and the Pittston Minerals Group (the "Minerals Group").
     The Brink's Group  consists of the Brink's,  Incorporated  ("Brink's")  and
     Brink's  Home  Security,  Inc.  ("BHS")  operations  of  the  Company.  The
     Burlington Group consists of the Burlington Air Express Inc. ("Burlington")
     operations  of the  Company.  The Minerals  Group  consists of the Coal and
     Mineral Ventures operations of the Company. The Company's capital structure
     includes three issues of common stock,  Pittston Brink's Group Common Stock
     ("Brink's Stock"),  Pittston  Burlington Common Stock ("Burlington  Stock")
     and Pittston  Minerals  Group Common Stock  ("Minerals  Stock"),  which are
     designed to provide  shareholders with separate  securities  reflecting the
     performance  of the Brink's  Group,  Burlington  Group and Minerals  Group,
     respectively,  without  diminishing  the  benefits  of  remaining  a single
     corporation or precluding  future  transactions  affecting any Group or the
     Company as a whole. Holders of Brink's Stock, Burlington Stock and Minerals
     Stock are  shareholders  of the Company,  which is responsible  for all its
     liabilities. Financial developments affecting the Brink's Group, Burlington
     Group or the Minerals Group that affect the Company's  financial  condition
     could affect the results of operations and financial condition of all three
     Groups.

(2)  The average  number of shares  outstanding  used in the  earnings per share
     computations were as follows:

                                               Third Quarter             Nine Months
                                             1996         1995         1996        1995
- ---------------------------------------------------------------------------------------
                                                                        
Brink's Stock                              38,264       37,916       38,158      37,914
Burlington Stock                           19,283       18,958       19,161      18,957
Minerals Stock:
   Primary                                  7,926        7,804        7,872       7,781
   Fully diluted                            9,819        9,964        9,920      10,013
- ---------------------------------------------------------------------------------------

     The average  number of shares  outstanding  used in the  earnings per share
     computations do not include the shares of Brink's Stock,  Burlington  Stock
     and Minerals  Stock held in the  Company's  Employee  Benefits  Trust which
     totaled 3,256 (3,628 in 1995), 1,389 (1,814 in 1995) and 446 (619 in 1995),
     respectively, at September 30, 1996.

(3)  The amounts of depreciation,  depletion and amortization of property, plant
     and  equipment in the third  quarter and nine month periods of 1996 totaled
     $22,609 ($20,443 in 1995) and $66,423 ($59,777 in 1995), respectively.

(4)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                              Third Quarter              Nine Months
                                            1996         1995        1996          1995
- ---------------------------------------------------------------------------------------
                                                                        
Interest                                $  3,264        3,103      11,285        10,185
- ---------------------------------------------------------------------------------------

Income taxes                            $  7,567        1,193      15,749        17,667
- ---------------------------------------------------------------------------------------

     During the nine months ended  September  30, 1996 and 1995,  capital  lease
     obligations of $2,130 and $4,486, respectively, were incurred for leases of
     property, plant and equipment.

                                       --
                                        5

     In June 1995, the Company sold its rights under certain coal reserve leases
     and the related equipment for $2,800 in cash and notes totaling $2,882. The
     cash  proceeds have been  included in the  Consolidated  Statements of Cash
     Flows as "Cash flows from investing  activities:  Proceeds from disposal of
     property, plant and equipment".

     In March 1995,  the Company sold  surplus coal  reserves for cash of $2,878
     and a note  receivable  of $2,317.  The cash proceeds have been included in
     the  Consolidated  Statements  of Cash Flows as "Cash flows from  investing
     activities: Proceeds from disposal of property, plant and equipment".

(5)  In 1988,  the  trustees of certain  pension  and  benefit  trust funds (the
     "Trust Funds") established under collective  bargaining agreements with the
     United Mine Workers of America  ("UMWA")  brought an action (the "Evergreen
     Case") against the Company and a number of its coal subsidiaries,  claiming
     that the  defendants  were  obligated to  contribute to such Trust Funds in
     accordance  with  the  provisions  of  the  1988  and  subsequent  National
     Bituminous  Coal Wage  Agreements,  to which neither the Company nor any of
     its subsidiaries was a signatory.

     In late March 1996, a settlement was reached in the Evergreen  Case.  Under
     the  terms  of  the  settlement,  the  coal  subsidiaries  which  had  been
     signatories to earlier National  Bituminous Coal Wage Agreements  agreed to
     make  various  lump  sum  payments  in  full  satisfaction  of all  amounts
     allegedly due to the Trust Funds through  January 31, 1996, to be paid over
     time as follows: $25,845 upon dismissal of the Evergreen Case in March 1996
     and the remainder of $24,000 in  installments  of $7,000 in August 1996 and
     $8,500 in each of 1997 and 1998.  The first  payment  was  entirely  funded
     through an escrow account previously established by the Company. The amount
     previously  escrowed and accrued was included in  "Short-term  investments"
     and  "Accrued  liabilities"  on the  Company's  balance  sheet.  The second
     payment  of $7,000  was paid in the third  quarter  of 1996 and was  funded
     through  cash  provided by  operating  activities.  In  addition,  the coal
     subsidiaries agreed to future  participation in the UMWA 1974 Pension Plan.
     Separate  lawsuits  against  each  of the  UMWA  and  the  Bituminous  Coal
     Operators Association,  previously reported, have also been dismissed.

     As a result  of the  settlement  of these  cases at an  amount  lower  than
     previously  accrued  in 1993,  the  Company  recorded  a pretax  benefit of
     $35,650   ($23,173  after  tax)  in  the  first  quarter  of  1996  in  its
     consolidated financial statements.

(6)  As of January 1, 1996, the Company  implemented a new accounting  standard,
     Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
     for the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be
     Disposed Of". SFAS No. 121 requires  companies to review  long-lived assets
     and certain  identifiable  intangibles to be held and used by an entity for
     impairment whenever  circumstances  indicate that the carrying amount of an
     asset may not be recoverable.

     In accordance with SFAS No. 121, the Company grouped its long-lived  assets
     at the lowest  level for which there are  identifiable  cash flows that are
     independent of the cash flows of other groups of assets, and determined the
     recoverability  of  such  assets  by  comparing  the  sum of  the  expected
     undiscounted  future cash flows with the carrying amount of the assets. The
     impact of adopting  SFAS No. 121 resulted in a pretax charge to earnings as
     of January 1, 1996 for the Company's  Coal  operations of $27,839  ($18,095
     after tax),  of which  $24,203 was included in cost of sales and $3,636 was
     included in selling, general and administrative expenses.  Assets for which
     the  impairment  loss was  recognized  consisted  of  property,  plant  and
     equipment,  advanced royalties and goodwill. These assets primarily related
     to mines  scheduled for closure in the near term and idled  facilities  and
     related equipment.  Based on current mining plans,  geological  conditions,
     and current assumptions related to future realization and costs, the sum of
     the  expected  undiscounted  future  cash flows was less than the  carrying
     amount of the assets,  and accordingly,  an impairment loss was recognized.
     The loss was  calculated  based on the excess of the carrying  value of the
     assets  over the present  value of  estimated  expected  future cash flows,
     using a discount rate commensurate with the risks involved. The adoption of
     SFAS No. 121 had no impact on the Brink's and Burlington  Groups' financial
     statements as of January 1, 1996.

                                       --
                                        6

(7)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized  for home security  installations.  The  additional
     costs not previously  capitalized consisted of costs for installation labor
     and related benefits for supervisory,  installation  scheduling,  equipment
     testing and other  support  personnel  and costs  incurred  in  maintaining
     facilities and vehicles dedicated to the installation  process.  The effect
     of this change in accounting principle was to increase operating profit for
     the  Company and the BHS segment for the first nine months of 1996 and 1995
     by $3,472 and $3,204,  respectively,  and for the third quarter of 1996 and
     1995 by  $1,296  and  $1,255,  respectively.  The  effect  of  this  change
     increased  net income per common  share of the Brink's  Group for the first
     nine  months of 1996 and 1995 by $.06 and $.05,  respectively,  and by $.02
     for both the third quarter 1996 and 1995.

(8)  During the quarter and nine months ended  September  30, 1996,  the Company
     purchased  10,320 and 20,920 shares of its Series C Cumulative  Convertible
     preferred  stock,   respectively.   Preferred  dividends  included  on  the
     statement of operations for the quarter and nine months ended September 30,
     1996,  are net of $1,020 and $2,120,  respectively,  which is the excess of
     the carrying amount of the preferred stock over the cash paid to holders of
     the preferred stock. During the quarter and nine months ended September 30,
     1995, the Company purchased 3,700 and 16,370 shares,  respectively,  of its
     preferred stock.  Preferred  dividends for the third quarter and first nine
     months of 1995  were net of $535 and  $1,579,  respectively,  which was the
     excess of the carrying  amount of the preferred stock over the cash paid to
     holders of the preferred stock.

(9)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(10) All  adjustments  have been made which are, in the  opinion of  management,
     necessary for a fair  presentation of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

                                       --
                                        7

                      The Pittston Company and Subsidiaries
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION
                                 (In Thousands)

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
                                                                  1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                             
Revenues:
Burlington                                                 $   377,656       365,793      1,093,017      1,031,687
Brink's                                                        192,491       176,507        551,756        480,141
BHS                                                             39,531        32,451        114,881         93,823
Coal                                                           172,603       173,985        507,967        545,255
Mineral Ventures                                                 4,592         3,717         14,748         12,398
- ------------------------------------------------------------------------------------------------------------------
Consolidated revenues                                      $   786,873       752,453      2,282,369      2,163,304
- ------------------------------------------------------------------------------------------------------------------

Operating profit (loss):
Burlington                                                 $    20,466        17,449         45,479         39,913
Brink's                                                         16,033        12,263         37,935         29,882
BHS                                                             11,509        10,386         34,012         28,702
Coal                                                             5,393         8,075         14,960         15,196
Mineral Ventures                                                  (324)         (816)         1,425            675
- ------------------------------------------------------------------------------------------------------------------
Segment operating profit                                        53,077        47,357        133,811        114,368
General corporate expense                                       (7,360)       (4,025)       (16,950)       (12,449)
- ------------------------------------------------------------------------------------------------------------------
Consolidated operating profit                              $    45,717        43,332        116,861        101,919
- ------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS
- ---------------------

In the third quarter of 1996, The Pittston Company (the "Company")  reported net
income of $29.0  million  compared  with $29.6  million in the third  quarter of
1995.  Operating profit totaled $45.7 million in the 1996 third quarter compared
with $43.3 million in the prior year third quarter.  Increased operating profits
at Brink's Home Security,  Inc.  ("BHS") ($1.1 million),  Brink's,  Incorporated
("Brink's") ($3.8 million) and Burlington Air Express Inc.  ("Burlington") ($3.0
million) as well as a decrease in operating  loss at Pittston  Mineral  Ventures
("Mineral  Ventures")  ($0.5  million)  were  only  partially  offset  by  lower
operating profits at Coal operations ($2.7 million) and higher general corporate
expenses ($3.3 million) of which,  $2.7 million related to the relocation of the
Company's corporate headquarters to Richmond, Virginia.

In the first  nine  months of 1996,  the  Company  reported  net income of $73.1
million compared with $68.3 million in the first nine months of 1995.  Operating
profit  totaled  $116.9  million in the first nine months of 1996  compared with
$101.9 million in the 1995 nine month period. Net income and operating profit in
the first nine months of 1996 included two  non-recurring  items which  impacted
the Company's  Coal  operations:  a benefit from the settlement of the Evergreen
lawsuit  at an amount  lower than  previously  accrued  ($35.7  million or $23.2
million  after  tax)  and  a  charge  related  to  the  implementation  of a new
accounting standard regarding the impairment of long-lived assets ($27.8 million
or $18.1  million  after  tax).  Increased  operating  profits in the first nine
months  of  1996  achieved  at  BHS  ($5.3  million),  Brink's  ($8.1  million),
Burlington  ($5.6  million) and Mineral  Ventures  ($0.8 million) were partially
offset by a decrease in operating  profit at Coal  operations  ($0.2 million) as
well as higher general corporate expenses ($4.5 million), of which, $2.9 million
related to the relocation of the Company's corporate headquarters.

                                       --
                                        8

Burlington
- ----------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:

                                                                   Three Months                   Nine Months
(In thousands - except per                                        Ended September 30            Ended September 30
pound/shipment amounts)                                           1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                 
Revenues:
Expedited freight services:
  Domestic U.S.                                            $   142,506       133,430        405,238        389,712
  International                                                175,516       179,281        517,692        509,526
- ------------------------------------------------------------------------------------------------------------------
Total expedited freight services                           $   318,022       312,711        922,930        899,238
Customs clearances                                              34,496        32,308        100,473         80,592
Ocean and other (a)                                             25,138        20,774         69,614         51,857
- ------------------------------------------------------------------------------------------------------------------
Total revenues                                             $   377,656       365,793      1,093,017      1,031,687
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
  Domestic U.S.                                            $    11,783         8,781         25,520         20,261
  International                                                  8,683         8,668         19,959         19,652
- ------------------------------------------------------------------------------------------------------------------
Total operating profit                                     $    20,466        17,449         45,479         39,913
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     5,143         4,957         15,957         14,659
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $    10,495         6,299         25,609         19,799
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services shipment growth rate (b)              (0.5%)         8.2%           2.8%           5.8%

Expedited freight services weight growth rate (b):
  Domestic U.S.                                                   6.7%         (4.3%)          5.0%          (4.2%)
  International                                                  (1.7%)        31.9%           4.5%          30.6%
  Worldwide                                                       2.2%         12.1%           4.7%          11.5%

Expedited freight services weight (million pounds)               362.0         354.0        1,059.2        1,011.3
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services shipments (thousands)                 1,294         1,300          3,914          3,808
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services average:
  Yield (revenue per pound)                                $      .879          .883           .871           .889
  Revenue per shipment                                     $       246           241            236            236
  Weight per shipment (pounds)                                     280           272            271            266
- ------------------------------------------------------------------------------------------------------------------

(a) Primarily international ocean freight.
(b) Compared to the same period in the prior year.

Burlington's third quarter worldwide operating profit amounted to $20.5 million,
an increase of $3.0 million  (17%) from the level  reported in the third quarter
of 1995.  Worldwide  revenues  increased  by 3% to $377.7  million  from  $365.8
million in the 1995 quarter.  The $11.9 million  growth in revenues  principally
reflects a 2% increase in worldwide  expedited  freight services pounds shipped,
which  reached  362.0  million  pounds in the third  quarter of 1996,  and a 12%
increase in other revenues  (primarily  customs clearance and ocean).  Worldwide
expenses amounted to $357.2 million,  $8.8 million (3%) higher than in the third
quarter of 1995.

Domestic  expedited  freight services revenue of $142.5 million was $9.1 million
(7%) higher than the prior year quarter.  Domestic operating profit increased to
$11.8  million in the third  quarter of 1996 from $8.8 million in the prior year
quarter.  Operating  profit  benefited from stable pricing and higher volumes in
the aerospace,  electronics and consumer products segments,  partially offset by
declines in the  automotive  sector.  Domestic  average  yields  continued to be
modestly higher than the levels of late 1995 and early 1996.

                                       --
                                        9

During the quarter, Burlington benefited from the initiation in mid September of
a  4.2(cents)  per pound  surcharge  on domestic  shipments.  This  surcharge is
designed  to  partially  offset  some  of  the  cost  increases  experienced  by
Burlington's   domestic   operations   during  1996.  These  costs  include  the
reimposition  of a Federal  Excise Tax on air cargo,  higher jet fuel prices,  a
Federal Fuel Tax and new FAA-mandated security and maintenance requirements.

International  expedited freight services revenue of $175.5 million in the third
quarter  decreased  slightly from the $179.3 million  reported in the comparable
quarter in 1995. Revenues from other activities, primarily international,  which
include  transactions  such as import related  services as well as ocean freight
services,  increased  12%  or  $6.6  million  to  $59.6  million.  International
operating  profit  amounted  to $8.7  million  in the  third  quarter  of  1996,
unchanged  from the  1995  quarter.  International  expedited  freight  services
pricing  slightly  decreased  from the third  quarter of 1995 as overseas  price
weakness was only partially offset by improvement in U.S. export pricing.

Burlington's worldwide operating profit amounted to $45.5 million in the first
nine months of 1996, an increase of $5.6 million  (14%) from the level  reported
in the first nine months of 1995. Worldwide revenues increased by 6% to $1,093.0
million from $1,031.7 million in the 1995 nine months.  The $61.3 million growth
in revenues  principally  reflects a 5% increase in worldwide  expedited freight
services pounds shipped, reaching 1,059.2 million pounds in the third quarter of
1996,  and a 28% increase in other  revenues  (primarily  customs  clearance and
ocean),  partially  offset  by a 2%  decline  in the  worldwide  average  yield.
Worldwide expenses amounted to $1,047.5 million,  $55.7 million (6%) higher than
in the first nine months of 1995.

Domestic  expedited freight services revenue of $405.2 million in the first nine
months  of 1996 was $15.5  million  (4%)  higher  than the  prior  year  period.
Domestic operating profit increased to $25.5 million in the first nine months of
1996 from $20.3 million in the prior year period.  The higher  operating  profit
reflected  higher  volume,  lower average  transportation  costs,  primarily the
benefit of reduced  Federal Excise Tax  liabilities for the first nine months of
the year,  partially  offset by lower average yields and higher fuel costs.  The
lower  domestic  average yield for the first nine months of 1996 versus the same
1995  period was due to lower  average  pricing  and sales mix for  Burlington's
overnight service.

International  expedited freight services revenue of $517.7 million in the first
nine months of 1996  represented  an $8.2 million (2%)  increase over the $509.5
million  reported  in  the  comparable  period  in  1995.  Revenues  from  other
activities  increased  28% or $37.6  million  to $170.1  million.  International
operating  profit  amounted to $20.0 million in the first nine months of 1996, a
2% increase from the first nine months of 1995, principally due to a 5% increase
in international expedited freight service weight shipped, increased margin from
import  services  and ocean  freight  and lower  average  transportation  costs,
partially offset by lower average yields.

                                       --
                                       10

Brink's
- -------
The following is a table of selected financial data for Brink's on a comparative
basis:

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
(In thousands)                                                    1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Revenues:
  North America (United States and Canada)                 $   106,156        97,103        308,271        278,084
  International                                                 86,335        79,404        243,485        202,057
- ------------------------------------------------------------------------------------------------------------------
Total revenues                                             $   192,491       176,507        551,756        480,141
Operating expenses                                             154,527       142,105        447,177        390,328
Selling, general and administrative                             23,579        21,551         68,122         60,516
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       178,106       163,656        515,299        450,844
- ------------------------------------------------------------------------------------------------------------------
Other operating income (expense)                                 1,648          (588)         1,478            585
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
  North America (United States and Canada)                 $     9,292         8,226         23,383         20,752
  International                                                  6,741         4,037         14,552          9,130
- ------------------------------------------------------------------------------------------------------------------
Total operating profit                                     $    16,033        12,263         37,935         29,882
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     6,522         5,757         18,259         16,253
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $     8,514         4,234         24,518         15,710
- ------------------------------------------------------------------------------------------------------------------

Brink's  worldwide  consolidated  revenues  totaled  $192.5 million in the third
quarter of 1996  compared  with  $176.5  million  in the third  quarter of 1995.
Brink's  operating  profit of $16.0  million  represented  a $3.8 million  (31%)
increase  over the $12.3  million  operating  profit  reported in the prior year
quarter.  Other operating income increased $2.2 million to $1.6 million,  from a
prior year quarter net loss of $0.6 million.

Revenues from North American  operations  (United  States and Canada)  increased
$9.1  million,  or 9%, to $106.2  million in the 1996 third  quarter  from $97.1
million in the prior year quarter.  North American  operating  profit  increased
$1.1  million,  or 13%, to $9.3  million in the current  year  quarter from $8.2
million in the third  quarter of 1995.  The  operating  profit  improvement  was
primarily due to improved armored car operations,  which includes ATM servicing,
and money processing and reflects operating efficiencies.

Revenues from international subsidiaries increased $6.9 million to $86.3 million
in the 1996 third quarter from $79.4 million in the 1995 quarter.  Substantially
all the increase in international  revenues was due to the  consolidation of the
results of Brink's  Colombia,  in which Brink's increased its ownership from 47%
to 51% during the third quarter of 1995.  Operating  profits from  international
subsidiaries  and  minority-owned  affiliates  amounted  to $6.7  million in the
current year quarter  compared to $4.0 million in the prior year third  quarter.
The earnings  increase for the third quarter of 1996 reflected  higher operating
profits  in Latin  America  which  more than  offset  lower  results  in Europe,
primarily Holland. Latin America's increase in operating profits reflects a $1.2
million benefit from the consolidation of Colombia's operating profits. Brazil's
(100% owned) operating  profits amounted to $1.7 million in the third quarter of
1996, compared to $1.9 million in the third quarter of 1995. The $1.1 million in
equity  earnings  generated  by Brink's  Mexican  affiliate  (20%  owned) was an
improvement over the $1.2 million loss recorded in the third quarter of 1995, as
the benefits of workforce reductions, cost controls and operational improvements
continue to be realized.

Brink's worldwide consolidated revenues totaled $551.8 million in the first nine
months of 1996  compared  with $480.1  million in the first nine months of 1995.
Brink's  operating  profit of $37.9  million  in the first  nine  months of 1996
represented  an $8.1 million (27%)  increase  over the $29.9  million  operating
profit reported in the prior year period.  The revenue increase of $71.6 million
(15%)  in the  first  nine  months  of  1996  was  only  partially  offset  by a
corresponding   increase  in  operating   expenses  and  selling,   general  and
administrative expenses of $64.5 million (14%). Other operating income increased
$0.9 million to $1.5 million, from $0.6 million in the prior year.

                                       --
                                       11

Revenues from North American  operations  (United  States and Canada)  increased
$30.2  million,  or 11%, to $308.3 million in the first nine months of 1996 from
$278.1  million in the same  period of 1995.  North  American  operating  profit
increased  $2.6 million  (13%) to $23.4  million in the current year period from
$20.8 million in the same period of 1995. The operating  profit  improvement for
the nine months of 1996 primarily resulted from improved armored car operations,
which  includes ATM  servicing,  and money  processing  and  reflects  operating
efficiencies.

Revenues  from  international  subsidiaries  increased  $41.4  million to $243.5
million in the first nine months of 1996 from  $202.1  million in the first nine
months of 1995.  Consolidation of the results of Brink's Colombia  accounted for
approximately half of the increase in international  revenues for the nine-month
comparative  period.  Operating  profits  from  international  subsidiaries  and
minority-owned  affiliates  amounted to $14.6 million in the current year period
compared to $9.1 million in the prior year period.  Higher operating  profits in
Latin  America more than offset lower  results in Europe,  primarily  France and
Holland.  Latin America's  increase in operating profits includes a $3.1 million
benefit  from  the  consolidation  of  the  results  of  Brink's  Colombia.  The
consolidation  of this now 51% owned  subsidiary  had a de minimus effect on the
Brink's Group net income.  Brazil (100% owned) achieved increases in revenue and
operating profit of $10.7 million and $1.9 million,  respectively, for the first
nine months of 1996  compared to the same period in 1995.  Revenues  for Brink's
Brazil were $89.6  million  and $79.0  million for the first nine months of 1996
and 1995, respectively, and operating profits were $4.7 million and $2.8 million
for the first nine  months of 1996 and 1995,  respectively.  Equity in  earnings
from Brink's  Mexican  affiliate (20% owned)  amounted to $2.1 million  compared
with a $2.2 million loss recorded in the first nine months of 1995.

BHS
- ---
The  following is a table of selected  financial  data for BHS on a  comparative
basis:

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
(In thousands)                                                    1996          1995           1996           1995
- -------------------------------------------------------------------------------------------------------------------
                                                                                                  
Revenues                                                   $    39,531        32,451        114,881         93,823
Operating expenses                                              20,452        16,051         59,810         48,715
Selling, general and administrative                              7,570         6,014         21,059         16,406
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                        28,022        22,065         80,869         65,121
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    11,509        10,386         34,012         28,702
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     6,936         5,469         20,745         15,889
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $    14,702        11,882         44,751         31,023
- ------------------------------------------------------------------------------------------------------------------
Annualized recurring revenues (a)                                                         $ 121,254        100,862
- ------------------------------------------------------------------------------------------------------------------
Number of subscribers:
   Beginning of period                                         412,591       346,540        378,659        318,029
   Installations                                                23,327        20,580         72,030         58,942
   Disconnects                                                  (8,125)       (5,917)       (22,896)       (15,768)
- ------------------------------------------------------------------------------------------------------------------
End of period                                                  427,793       361,203        427,793        361,203
- ------------------------------------------------------------------------------------------------------------------

(a)  Annualized   recurring  revenue  is  calculated  based  on  the  number  of
     subscribers  at period end  multiplied  by the average  fee per  subscriber
     received in the last month of the period for  monitoring,  maintenance  and
     related services.

                                       --
                                       12

Revenues for BHS  increased by $7.1 million  (22%) to $39.5 million in the third
quarter of 1996 from $32.5 million in the 1995 quarter. In the first nine months
of 1996,  revenues for BHS increased by $21.1  million  (22%) to $114.9  million
from $93.8  million in the first nine months of 1995.  The  increase in revenues
was predominantly from higher ongoing  monitoring and services revenues,  caused
by an 18% growth in the subscriber base for the nine months. As a result of such
growth,  annualized  recurring revenues in force at the end of the third quarter
of 1996 grew 20% over the  amount in effect at the end of the third  quarter  of
1995.  The total amount of  installation  revenue in the third quarter and first
nine  months  of 1996 also grew by 24% and 26%,  respectively,  over the  amount
recorded  in the same  periods  of 1995,  largely  as a result of the  increased
volume  of  installations.  Revenue  per  installation  decreased  from  amounts
achieved in the first half of this year due to the  competitive  environment  in
the marketplace.

Operating  profit of $11.5 million in the third quarter of 1996  represented  an
increase of $1.1 million (11%)  compared to the $10.4 million earned in the 1995
third quarter. In the first nine months of 1996, operating profit increased $5.3
million  (19%) to $34.0  million  from  $28.7  million  earned in the first nine
months of 1995. The increase in operating profit largely stemmed from the growth
in the  subscriber  base and higher average  monitoring  and services  revenues,
somewhat  offset by higher  depreciation  and  increased  account  servicing and
administrative  expenses, which are a consequence of the larger subscriber base.
In addition,  installation  and marketing costs incurred and expensed during the
third quarter increased by $0.9 million from the prior year period.

The subscriber base on September 30, 1996, totaled 427,793 customers, 18% higher
than the balance at the end of the third quarter of 1995.  Annualized  recurring
revenues  amounted to $121.3  million at  September  30,  1996,  20% higher than
September 30, 1995. The favorable change reflects the increased  subscriber base
as well as higher average monthly  revenues,  principally  generated by customer
service contracts.

Coal
- ----
The following is a table of selected financial data for the Coal operations on a
comparative basis:

                                                               Three Months                       Nine Months
                                                              Ended September 30                Ended September 30
(In thousands)                                              1996            1995               1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales                                            $   172,603         173,985            507,967        545,255

Cost of sales                                            164,251         164,032            520,367        532,977
Selling, general and administrative                        4,985           5,394             19,366         17,096
Restructuring and other charges,
  including litigation accrual                                 -               -            (35,650)             -
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                 169,236         169,426            504,083        550,073
- ------------------------------------------------------------------------------------------------------------------
Other operating income                                     2,026           3,516             11,076         20,014
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                     $     5,393           8,075             14,960         15,196
- ------------------------------------------------------------------------------------------------------------------
Coal sales (tons):
  Metallurgical                                            1,979           1,950              5,978          6,583
  Utility and industrial                                   3,837           3,943             11,240         12,471
- ------------------------------------------------------------------------------------------------------------------
Total coal sales                                           5,816           5,893             17,218         19,054
- ------------------------------------------------------------------------------------------------------------------
Production/purchased (tons):
  Deep                                                       924             984              2,977          3,025
  Surface                                                  2,764           3,143              8,351         10,272
  Contract                                                   408             459              1,261          1,500
- ------------------------------------------------------------------------------------------------------------------
                                                           4,096           4,586             12,589         14,797

Purchased                                                  1,380           1,289              4,365          4,791
- ------------------------------------------------------------------------------------------------------------------
Total                                                      5,476           5,875             16,954         19,588
- ------------------------------------------------------------------------------------------------------------------

                                       --
                                       13

Coal  operations  generated  an  operating  profit of $5.4  million in the third
quarter of 1996,  compared to $8.1 million  generated in the 1995 third quarter.
Included  in the  current  quarter's  results  is a $0.7  million  reduction  in
expenses  resulting  from the  recently  enacted  Commonwealth  of Virginia  law
providing refundable credits for coal produced in Virginia. The third quarter of
1995  included a pretax  gain of $1.5  million for the  disposition  of highwall
mining equipment.

Coal  operations  had an  operating  profit of $15.0  million  in the first nine
months of 1996  compared to an  operating  profit of $15.2  million in the prior
year  period.  Operating  profit  for the first nine  months of 1996  included a
benefit  from the Virginia  tax credit of $2.4  million,  and a benefit of $35.7
million from the  settlement  of the  Evergreen  lawsuit at an amount lower than
previously accrued in 1993. These benefits were mostly offset by a $27.8 million
charge related to the implementation of a new accounting  standard regarding the
impairment  of  long-lived  assets  (discussed  further  below).  The  charge is
included  in  cost  of  sales  ($24.2   million)   and   selling,   general  and
administrative  expenses  ($3.6  million).  Operating  profit in the first  nine
months of 1995  included  a pretax  gain of $9.8  million  from the sale of coal
assets.

The operating profit of Coal operations,  excluding the effects of the Evergreen
settlement and the implementation of SFAS 121, is analyzed as follows:

                                                               Three Months                       Nine Months
(In thousands,                                                 Ended September 30               Ended September 30
except per ton amounts)                                      1996            1995              1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net coal sales                                        $   170,301         173,032           502,759        543,265
Current production cost of coal sold                      156,027         154,341           471,050        507,519
- ------------------------------------------------------------------------------------------------------------------
Coal margin                                                14,274          18,691            31,709         35,746
Non-coal margin                                               620              33             1,476            339
Other operating income (net)                                2,026           3,516            10,930         20,014
- ------------------------------------------------------------------------------------------------------------------
Margin and other income                                    16,920          22,240            44,115         56,099
- ------------------------------------------------------------------------------------------------------------------
Other costs and expenses:
  Idle equipment and closed mines                             266           3,933               729          8,493
  Inactive employee cost                                    6,275           4,838            20,758         15,314
  General and administrative                                4,986           5,394            15,478         17,096
- ------------------------------------------------------------------------------------------------------------------
Total other costs and expenses                             11,527          14,165            36,965         40,903
- ------------------------------------------------------------------------------------------------------------------
Operating profit (adjusted as stated above)           $     5,393           8,075             7,150         15,196
- ------------------------------------------------------------------------------------------------------------------
Coal margin per ton:
  Realization                                         $     29.28           29.36             29.20          28.51
  Current production cost of coal sold                      26.83           26.19             27.36          26.63
- ------------------------------------------------------------------------------------------------------------------
Coal margin                                           $      2.45            3.17              1.84           1.88
- ------------------------------------------------------------------------------------------------------------------

Sales volume of 5.8 million tons in the 1996 third  quarter was 0.1 million tons
less than the 5.9 million  tons sold in the prior year  quarter.  Third  quarter
steam  coal  sales  which  represent  66% of the  total  volume  of coal  sales,
decreased by 0.1 million tons, to 3.8 million tons.

Total coal margin of $14.3 million for the third  quarter of 1996  represented a
decrease of $4.4 million  from the  comparable  period in 1995.  The decrease in
coal margin  reflects a $.72 per ton (23%)  decrease in the average  coal margin
and a 1% decrease in sales  volume.  Coal margin per ton  decreased to $2.45 per
ton in the current quarter from $3.17 per ton for the comparable 1995 quarter as
a $0.08 per ton (0.3%)  decrease in realization was augmented by a $0.64 per ton
increase in current  production  cost of coal sold.  The decrease in realization
was primarily  attributable  to lower steam coal pricing.  However,  while steam
coal spot pricing remains at low levels,  the majority of Coal operations' steam
coal sales were,  and  continue to be, sold under long term  contracts at prices
which are somewhat  higher than steam coal spot prices.  The current  production
cost of coal  sold  increase  of $0.64  per ton to  $26.83  per ton in the third
quarter of 1996 over the third  quarter of 1995 was due to higher  surface  mine
and  purchased  coal  costs,  partially  offset by lower  company  deep mine and
contract coal costs.

                                       --
                                       14

Production in the 1996 third  quarter  totaled 4.1 million tons, an 11% decrease
compared to the 4.6 million tons produced in the 1995 third quarter. The decline
primarily  reflected  lower  surface  mine  production,   which  was  caused  by
exhaustion  of reserves at certain  mines,  idling of a mine  subsequent  to the
third quarter of 1995 and the sale of Coal  operations'  Ohio  operations at the
end of 1995. Third quarter surface production accounted for 67% and 69% of total
production in 1996 and 1995, respectively. Overall productivity of 38.1 tons per
man day  represented a 3% decrease from 1995 levels as decreases in surface mine
productivity  more than offset  increases  in deep mine  productivity.  The Coal
operations  will  reactivate a coal  preparation  and loading  facility and open
three new underground coal mines in southwest  Virginia.  When in full operation
in early 1997, the mines will produce approximately 1.0 million tons annually of
premium grade  metallurgical  coal.  Based on current reserve  estimates,  it is
anticipated that the mines will have an operating life of six to eight years.

Non-coal  margin in the third quarter of 1996 increased by $0.6 million from the
third quarter of 1995. The increase  reflected the impact of a favorable  change
in natural gas prices.  Other operating  income,  reflecting sales of properties
and equipment and third party  royalties,  amounted to $2.0 million in the third
quarter of 1996,  $1.5 million less than the third  quarter of 1995.  The higher
level of income  recorded in the 1995 third  quarter  reflects  $1.5  million of
income generated from the disposition of highwall mining equipment.

Idle equipment and closed mine costs decreased by $3.7 million in the 1996 third
quarter.  Idle  equipment  expenses  were reduced from the prior year level as a
result of Coal  operations'  improved  equipment  management  program.  Inactive
employee  costs,  which primarily  represent long term employee  liabilities for
pension and retiree  medical cost,  increased by $1.4 million to $6.3 million in
the third  quarter of 1996  primarily due to the use of lower long term interest
rates to calculate the present value of the long term liabilities as compared to
the 1995 period.

Sales  volume  of 17.2  million  tons in the first  nine  months of 1996 was 1.9
million  tons less  than the 19.1  million  tons  sold in the same 1995  period.
Metallurgical  coal sales decreased by 0.6 million tons (9%) to 6.0 million tons
and steam coal sales  decreased  by 1.2 million  tons (10%) to 11.2 million tons
compared to the prior year period. Steam coal sales represented 65% of the total
sales volume for the nine months ended 1996 and 1995.

Total coal margin of $31.7 million for the first nine months of 1996 represented
a decrease of $4.0 million from the  comparable  period in 1995.  The decline in
coal margin  reflects a $0.73 per ton (3%)  increase  in the current  production
cost of coal sold which was partially offset by a $0.69 per ton (2%) increase in
realization.  The  increase in  realization  was mostly due to the timing of the
improved  metallurgical  pricing  for the  contract  year that began in April 1,
1995,  the full effect of which was not  realized  until after the first half of
1995.

The  current  production  cost of coal  sold for the first  nine  months of 1996
increased by $0.73 per ton compared to the prior year period,  as higher company
surface  mine and  purchased  coal  costs  were only  partially  offset by lower
company deep mine and contract coal costs.  Production for the year-to-date 1996
period  totaled 12.6 million  tons, a decrease of 15% from the  comparable  1995
period.  Surface mine  production  accounted for 66% and 69% of the total volume
produced in the 1996 and 1995 periods,  respectively.  Productivity of 37.2 tons
per man day represents a slight decrease from the 1995 period.

Non-coal margin for the first nine months of 1996 increased by $1.1 million from
the first nine  months of 1995  reflecting  higher gas prices.  Other  operating
income, including litigation settlements,  sales of properties and equipment and
third party  royalties,  amounted to $10.9 million in the third quarter of 1996,
$9.1  million  less than the third  quarter of 1995.  The higher level of income
recorded in the 1995 period  reflects $9.8 million  income from the sale of coal
assets.

                                       --
                                       15

Idle equipment and closed mine costs decreased by $7.8 million in the first nine
months of 1996. Idle equipment expenses were reduced from the prior period level
as a result of Coal operations' improved equipment management program.  Inactive
employee  costs,  which primarily  represent long term employee  liabilities for
pension and retiree medical cost,  increased by $5.4 million to $20.8 million in
the first nine  months of 1996.  The  unfavorable  variance is due to the use of
lower long term  interest  rates to calculate the present value of the long term
liabilities in 1996. In addition,  the 1995 nine month results include a benefit
of $2.5 million from a favorable litigation decision.

In 1988,  the  trustees of certain  pension and benefit  trust funds (the "Trust
Funds") established under collective  bargaining agreements with the United Mine
Workers of America ("UMWA") brought an action (the "Evergreen Case") against the
Company and a number of its coal subsidiaries, claiming that the defendants were
obligated to contribute to such Trust Funds in accordance with the provisions of
the 1988 and  subsequent  National  Bituminous  Coal Wage  Agreements,  to which
neither the Company nor any of its subsidiaries was a signatory.

In late March 1996, a settlement  was reached in the Evergreen  Case.  Under the
terms of the settlement,  the coal  subsidiaries  which had been  signatories to
earlier National Bituminous Coal Wage Agreements agreed to make various lump sum
payments in full  satisfaction  of all amounts  allegedly due to the Trust Funds
through  January 31, 1996,  to be paid over time as follows:  $25.8 million upon
dismissal of the Evergreen Case in March 1996 and the remainder of $24.0 million
in  installments of $7.0 million in August 1996 and $8.5 million in each of 1997
and 1998.  The first  payment  was  entirely  funded  through an escrow  account
previously  established  by the Coal  operations.  The  second  payment  of $7.0
million  was paid in the  third  quarter  of 1996 and was  funded  through  cash
provided by operating activities.  In addition,  the coal subsidiaries agreed to
future  participation in the UMWA 1974 Pension Plan.  Separate  lawsuits against
each of the UMWA  and the  Bituminous  Coal  Operators  Association,  previously
reported, have also been dismissed.

As a result of the settlement of these cases at an amount lower than  previously
accrued in 1993,  the Company  recorded a pretax benefit of $35.7 million ($23.2
million  after tax) in the first quarter of 1996 in its  consolidated  financial
statements.

As of  January 1, 1996,  the  Company  implemented  a new  accounting  standard,
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of".  SFAS No. 121 requires  companies to review  long-lived  assets and certain
identifiable  intangibles  to be held  and  used  by an  entity  for  impairment
whenever circumstances indicate that the carrying amount for an asset may not be
recoverable.

In accordance  with SFAS No. 121, the Company  grouped its long-lived  assets at
the  lowest  level  for  which  there  are  identifiable  cash  flows  that  are
independent  of the cash flows of other  groups of assets,  and  determined  the
recoverability of such assets by comparing the sum of the expected  undiscounted
future cash flows with the carrying amount of the assets. The impact of adopting
SFAS No. 121  resulted in a pretax  charge to earnings as of January 1, 1996 for
the Company's  Coal  operations of $27.8 million  ($18.1  million after tax), of
which $24.2  million was included in cost of sales and $3.6 million was included
in selling, general and administrative expenses. Assets for which the impairment
loss was  recognized  consisted  of  property,  plant  and  equipment,  advanced
royalties and goodwill.  These assets  primarily  related to mines scheduled for
closure in the near term and idled  facilities and related  equipment.  Based on
current mining plans, geological conditions,  and current assumptions related to
future realization and costs, the sum of the expected  undiscounted  future cash
flows was less than the  carrying  amount of the  assets,  and  accordingly,  an
impairment loss was recognized.  The loss was calculated  based on the excess of
the carrying  value of the assets over the present  value of estimated  expected
future cash flows, using a discount rate commensurate with the risks involved.

                                       --
                                       16

Coal operations  continued cash funding for charges  recorded in prior years for
facility  closure  costs  recorded  as  restructuring  and  other  charges.  The
following table analyzes the changes in liabilities during the first nine months
of 1996 for such costs:

                                                                                  Employee
                                                                    Mine      Termination,
                                                    Leased           and           Medical
                                                 Machinery         Plant               and
                                                       and       Closure         Severance
                                                 Equipment         Costs             Costs          Total
- ---------------------------------------------------------------------------------------------------------
                                                                                          
Balance as of December 31, 1995                   $  1,218        28,983           36,077          66,278
Payments                                               652         4,218            3,369           8,239
- ---------------------------------------------------------------------------------------------------------
Balance as of September 30, 1996                  $    566        24,765           32,708          58,039
- ---------------------------------------------------------------------------------------------------------

In April 1996,  the  Commonwealth  of Virginia  enacted into law the  "Coalfield
Employment Enhancement Tax Credit." The new law, which is effective from January
1, 1996 through  December 31, 2001,  provides  Virginia  coal  producers  with a
refundable credit against taxes imposed by the Commonwealth for coal produced in
Virginia.  The credit  ranges from $.40 per ton for surface coal to $1 to $2 per
ton of  underground  coal mined,  depending  upon seam  thickness,  with certain
modifications  to the surface and deep mined  credit  rates based on  employment
levels. The credit can be utilized under a predetermined schedule beginning with
the 1999 tax year through the 2008 tax year. At current production levels,  Coal
operations estimates it will generate  approximately $4.0 million in tax credits
in 1996 to be realized in future years according to the regulations.

Mineral Ventures
- ----------------
The following is a table of selected  financial  data for Mineral  Ventures on a
comparative basis:

                                                               Three Months                       Nine Months
(Dollars in thousands, except                                Ended September 30                 Ended September 30
per ounce data)                                              1996          1995                1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales                                               $   4,592         3,717              14,748         12,398
Cost of sales                                               3,657         3,229              10,761          9,084
Selling, general and administrative                         1,045         1,047               2,784          2,624
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                    4,702         4,276              13,545         11,708
Other operating (expense) income, net                        (214)         (257)                222            (15)
- ------------------------------------------------------------------------------------------------------------------
Operating (loss) profit                                 $    (324)         (816)              1,425            675
- ------------------------------------------------------------------------------------------------------------------
Stawell Gold Mine:
Mineral Ventures's 50% direct share:
  Ounces sold                                              10,775         8,737              35,375         30,229
  Ounces produced                                          10,756         8,918              34,738         30,206
- ------------------------------------------------------------------------------------------------------------------
Average per ounce sold (US$):
  Realization                                           $     424           413                 415            405
  Cash cost                                             $     321           293                 289            358
- ------------------------------------------------------------------------------------------------------------------

The operating loss from Mineral Ventures' operations, primarily a 67% direct and
indirect  interest  in the  Stawell  gold mine in western  Victoria,  Australia,
amounted to $0.3 million in the third quarter,  compared to an operating loss of
$0.8 million in the third  quarter of 1995.  This  reduction  in operating  loss
reflects a 23% increase in ounces sold,  higher  realized  gold prices per ounce
sold, partially offset by 10% higher costs than the prior year period. Operating
costs in the 1996 third  quarter  were  negatively  impacted  by four  lost-time
accidents,  two  late  in  the  second  quarter,  that  resulted  in  production
shortfalls  and higher  operating cost as compared to the first half of 1996 and
the 1995 third quarter.  In the third quarter of 1995, costs and production were
negatively impacted by adverse geological  conditions.  Operating profit for the
first nine months  increased  $0.7 million to $1.4  million from the  comparable
period in 1995 as volume, price and cost all improved from the prior year.

                                       --
                                       17

During  the second  quarter,  the  Australian  joint  venture  in which  Mineral
Ventures owns a 34% direct  interest,  formally  announced  that the Silver Swan
nickel deposit in Australia (50% owned by the Australian  joint venture) will be
developed  as an  underground  mine with  production  expected  to  commence  in
mid-1997.  As of September 30, 1996, the main  production  shaft has reached 809
meters.  In  addition,  exploration  drilling  has  indicated  the presence of a
previously  unknown  area of high  grade  mineralization  (approximately  8 -10%
nickel)  some 100 meters to the south of Silver  Swan and 750  meters  below the
surface.  However,  at this  time,  sufficient  data has not been  developed  to
determine whether this area will be commercially significant.

Foreign Operations
- ------------------
A portion of the  Company's  financial  results is derived  from  activities  in
several  foreign  countries,  each  with a local  currency  other  than the U.S.
dollar. Since the financial results of the Company are reported in U.S. dollars,
they are affected by the changes in the value of the various foreign  currencies
in relation to the U.S.  dollar.  The  Company's  international  activity is not
concentrated  in any single  currency,  which  limits the risks of foreign  rate
fluctuations.  In addition,  foreign  currency rate  fluctuations  may adversely
affect   transactions  which  are  denominated  in  currencies  other  than  the
functional currency.  The Company routinely enters into such transactions in the
normal course of its business.  Although the diversity of its foreign operations
limits the risks  associated  with such  transactions,  the Company uses foreign
exchange   forward   contracts  to  hedge  the  risks  associated  with  certain
transactions  denominated  in  currencies  other than the  functional  currency.
Realized and  unrealized  gains and losses on these  contracts  are deferred and
recognized as part of the specific  transaction hedged. In addition,  cumulative
translation   adjustments  relating  to  operations  in  countries  with  highly
inflationary  economies are included in net income,  along with all  transaction
gains or losses for the period.  Subsidiaries in Brazil operate in such a highly
inflationary  economy.  Additionally,  current  conditions  in Mexico  where the
Brink's  Group has an affiliate  (20% owned),  indicate that that economy may be
considered  highly  inflationary  by early  1997.

Other Operating Income
- ----------------------
Other   operating   income  includes  the  Company's  share  of  net  income  of
unconsolidated  affiliates,  primarily  equity  affiliates  of Brink's,  royalty
income and gains and losses from sales of coal assets. Other operating income in
the third  quarter of 1996  increased  $0.5  million to $3.7  million  from $3.1
million  in the third  quarter  of 1995,  and in the first  nine  months of 1996
decreased  $8.7 million to $13.7  million  from $22.4  million in the first nine
months  of  1995.  The  decrease  in the  first  nine  months  of 1996  from the
comparable  period of 1995 is largely  due to lower gains from the sales of coal
assets as results in the first nine months of 1995 included an $8.3 million gain
on the  sale of coal  reserves  and  $1.5  million  gain on the  disposition  of
highwall mining  equipment.  Brink's share of the reported results of its equity
affiliates  for the third quarter and first nine months of 1996  increased  $2.2
million and $1.0 million,  respectively,  compared with the same periods for the
prior year.  The results of Brink's  equity  affiliates in the third quarter and
first nine months of 1995 included $0.2 million and $1.2 million,  respectively,
in equity income from Colombia which became a consolidated subsidiary during the
third quarter of 1995,  subsequent to an additional  investment bringing Brink's
ownership to a majority interest in the operation. The consolidation of this now
51% owned subsidiary had a de minimus effect on the Brink's Group's net income.

Corporate Expenses
- ------------------
The  Company's  corporate  office was  relocated  to Richmond,  Virginia  during
September  1996. The costs of this move,  including  moving  expenses,  employee
relocation, severance pay and temporary employee costs, amounted to $2.9 million
year-to-date with $2.7 million in the third quarter.

                                       --
                                       18

Interest Expense
- ----------------
Interest expense  decreased $0.3 million to $3.4 million in the third quarter of
1996 from $3.7 million in the prior year  quarter,  and in the first nine months
of 1996  increased $0.1 million to $10.5 million from $10.4 million in the first
nine months of 1995.

Other Income (Expense), Net
- ---------------------------
Other net expense for the third quarter of 1996  increased $0.7 million to a net
expense of $2.5 million from a net expense of $1.8 million in the third  quarter
of 1995,  and in the first nine months of 1996  increased  $2.9 million to a net
expense of $6.9  million  from a net  expense of $4 million in the same period a
year earlier.  Higher minority  interest  expense at Brink's  contributed to the
increased  expense  for the current  year  quarter  and nine month  periods.  In
addition, other net expense in the first nine months of 1996 includes a loss for
the termination of an overseas sublease agreement at Burlington.

FINANCIAL CONDITION
- -------------------

Cash Provided by Operations
- ---------------------------
Cash  provided  by  operating  activities  during the first nine  months of 1996
totaled $124.9  million  compared with $89.3 million in the first nine months of
1995.  Net  income,   noncash  charges  and  changes  in  operating  assets  and
liabilities in the first nine months of 1996 were significantly  affected by two
non-recurring  items,  a benefit from the settlement of the Evergreen case at an
amount less than originally  accrued and a charge related to the  implementation
of SFAS 121;  these items had no effect on cash  generated by operations  except
that the second settlement  payment of $7.0 million was paid from operating cash
in the 1996 third quarter.  The initial  payment of $25.8 million related to the
Evergreen case  settlement was entirely  funded by an escrow account  previously
established  by the  Company.  The amount  previously  escrowed  and accrued was
included in "Short-term  investments" and "Accrued liabilities" on the Company's
balance sheet.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first nine  months of 1996  totaled  $116.3
million, $35.0 million higher than in the comparable period in 1995. Of the 1996
amount,  $25.7  million  was spent by  Burlington,  $24.5  million  was spent by
Brink's,  $44.8 million was spent by BHS, $14.1 million was spent by Coal,  $2.0
million was spent by Mineral  Ventures and $5.2  million  consisted of corporate
expenditures, the majority of which related to the purchase of the Company's new
corporate   headquarters.   For  the  full  year  1996,   company-wide   capital
expenditures are projected to be between $165.0 million and $180.0 million.  The
foregoing amounts exclude equipment  expenditures that have been or are expected
to be  financed  through  capital  and  operating  leases.  Increased  full-year
expenditures in 1996 compared to 1995 are largely  attributable to Burlington to
support new airfreight  stations and implementation of new information  systems,
BHS resulting  from continued  expansion of the  subscriber  base and Brink's in
support of business expansion.

Other Investing Activities
- --------------------------
All other  investing  activities  in the first nine months of 1996  provided net
cash of $2.8  million,  primarily  from the  disposal  of  property,  plant  and
equipment and other investing  assets,  net of  expenditures  for aircraft heavy
maintenance.

Financing
- ---------
The Company  intends to fund its  capital  expenditure  requirements  during the
remainder of 1996 with  anticipated  cash flows from  operating  activities  and
through operating leases if the latter are financially  attractive.  Shortfalls,
if any, will be financed through the Company's  revolving  credit  agreements or
other borrowing  arrangements.  The Company has a $350 million  revolving credit
agreement with a syndicate of banks (the  "Facility").  The Facility  includes a
$100 million term loan and also permits additional borrowings,  repayments,  and
reborrowings of up to an aggregate of $250 million. During the second quarter of
1996,  the maturity date of both the term loan and revolving  credit  portion of
the Facility was extended to May 31, 2001. As of September 30, 1996,  borrowings
of $100 million were outstanding under the term loan portion of the Facility and
$15.6 million of additional  borrowings were outstanding  under the remainder of
the facility.  The Company also maintains agreements with financial institutions
whereby it has the right to sell certain coal  receivables,  with  recourse,  to
those  institutions.  As of September  30, 1996, no coal  receivables  were sold
under such agreements.

                                       --
                                       19

Debt
- ----
Outstanding  debt,  including  borrowings  under  revolving  credit  agreements,
aggregated  $190.7  million at  September  30, 1996,  up from $177.6  million at
year-end  1995.  Cash  provided  from  operating  activities,   other  investing
activities and the exercise of stock options were not sufficient to fund capital
expenditures,  dividend payments,  purchase of Company stock and the cost of the
Brink's Stock proposal, resulting in additional borrowings.

Capitalization
- --------------
On January 18, 1996, the  shareholders of the Company approved the Brink's Stock
Proposal,  resulting in the modification of the capital structure of the Company
to  include an  additional  class of common  stock.  The  outstanding  shares of
Pittston  Services Group Common Stock  ("Services  Stock") were  redesignated as
Pittston  Brink's  Group Common  Stock  ("Brink's  Stock") on a  share-for-share
basis, and a new class of common stock,  designated as Pittston Burlington Group
Common Stock  ("Burlington  Stock"),  was  distributed  on the basis of one-half
share of Burlington  Stock for each share of Services Stock  previously  held by
shareholders  of record on January 19,  1996.  The Pittston  Brink's  Group (the
"Brink's Group") consists of the Brink's and BHS operations of the Company.  The
Pittston  Burlington Group (the  "Burlington  Group") consists of the Burlington
operations of the Company.  The Pittston  Minerals Group (the "Minerals  Group")
consists  of the  Coal and  Mineral  Ventures  operations  of the  Company.  The
approval of the Brink's Stock  Proposal did not result in any transfer of assets
and liabilities of the Company or any of its subsidiaries.  The Company prepares
separate financial statements for the Minerals, Brink's and Burlington Groups in
addition to consolidated financial information of the Company.

Brink's  Stock,  Burlington  Stock and  Pittston  Minerals  Group  Common  Stock
("Minerals   Stock")  were  designed  to  provide   shareholders  with  separate
securities reflecting the performance of the Brink's Group, Burlington Group and
Minerals Group,  respectively,  without  diminishing the benefits of remaining a
single  corporation  or  precluding  future  transactions  affecting  any of the
Groups.

The  redesignation  of the  Company's  Services  Stock as Brink's  Stock and the
distribution  of  Burlington  Stock as a result of the  approval  of the Brink's
Stock  Proposal  and the  distribution  of  Minerals  Stock  in July  1993  (the
"Services  Stock  Proposal")  did not  result  in any  transfer  of  assets  and
liabilities  of the  Company  or any of its  subsidiaries.  Holders of all three
classes  of  stock  are  shareholders  of the  Company,  which  continues  to be
responsible for all its liabilities. Therefore, financial developments affecting
the Brink's Group,  the  Burlington  Group or the Minerals Group that affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of all three Groups. The changes in the capital structure of
the Company had no effect on the Company's total capital,  except as to expenses
incurred in the execution of the Brink's Stock  Proposal.  Since the approval of
the Brink's  Stock  Proposal  including  the earlier  Services  Stock  Proposal,
capitalization of the Company has been affected by the share activity related to
each of the classes of common stock.

In November 1995, the Board authorized a revised share repurchase  program which
allows for the purchase, from time to time, of up to 1,500,000 shares of Brink's
Stock,  1,500,000  shares of Burlington  Stock and 1,000,000  shares of Minerals
stock,  not to  exceed  an  aggregate  purchase  price of $45.0  million.  As of
September 30, 1996,  20,300  shares of Burlington  Stock at a total cost of $0.4
million were purchased  under the program.  Between October 1, 1996 and November
11, 1996,  the Company  purchased  47,600 shares of Burlington  Stock at a total
cost of $0.9 million.

In 1994,  the  Board  authorized  the  purchase  from  time to time of up to $15
million of the Company's  Series C Cumulative  Convertible  preferred  stock. In
November  1995, the Board  authorized an increase in the remaining  authority to
$15 million.  No share  purchases were made in 1995  subsequent to the increased
authorization.  During the third  quarter and the Company  purchased  10,320 and
20,920 shares,  respectively,  of its Series C Cumulative  Convertible preferred
stock at a total cost of $3.9 million and $7.9 million, respectively.

                                       --
                                       20

Dividends
- ---------
The Board  intends to declare and pay  dividends  on Brink's  Stock,  Burlington
Stock and Minerals Stock based on the earnings,  financial condition,  cash flow
and  business  requirements  of the  Brink's  Group,  Burlington  Group  and the
Minerals Group, respectively.  Since the Company remains subject to Virginia law
limitations  on dividends  and to dividend  restrictions  in its public debt and
bank credit  agreements,  losses by one Group could affect the Company's ability
to pay dividends in respect of stock  relating to the other Group.  Dividends on
Minerals  Stock are also limited by the Available  Minerals  Dividend  Amount as
defined in the Company's  Articles of Incorporation.  At September 30, 1996, the
Available Minerals Dividend Amount was at least $21.4 million.

During  the  first  nine  months of 1996 and 1995,  the Board  declared  and the
Company paid cash dividends of 48.75 cents per share of Minerals  Stock.  During
the first nine months of 1996, the Board declared and the Company paid dividends
of 7.5  cents per share of  Brink's  Stock and 18 cents per share of  Burlington
Stock. In the first nine months of 1995, the Board declared and the Company paid
dividends of 15 cents per share of Services Stock which has been attributed: 6.9
cents  for  each  share  of  Brink's  Stock  and 16.2  cents  for each  share of
Burlington  Stock,   which  reflects  the  distribution  of  one-half  share  of
Burlington Stock for each share of Services Stock.  Dividends paid on the Series
C Cumulative  Convertible  preferred  stock in the first nine months of 1996 and
1995 were $2.9  million  and $3.3  million,  respectively.  Preferred  dividends
included on the  Company's  Statement  of  Operations  for the nine months ended
September  30,  1996  and  1995,  are  net of $2.1  million  and  $1.6  million,
respectively, which was the excess of the carrying amount of the preferred stock
over the cash paid to holders of the preferred stock.

                                       --
                                       21

                                              Pittston Brink's Group
                                                  BALANCE SHEETS
                                                  (In thousands)

                                                                                           September 30,      December 31,
                                                                                                    1996              1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                
                                                                                             (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents                                                                    $    25,575            21,977
Short-term investments, at lower of cost or market                                                 2,223             3,288
Accounts receivable (net of estimated amount uncollectible:
 1996 - $4,693; 1995 - $3,756)                                                                   121,314           113,790
Receivable - Pittston Minerals Group                                                               1,782             3,945
Inventories, at lower of cost or market                                                            2,616             2,795
Prepaid expenses                                                                                  12,674            10,380
Deferred income taxes                                                                             12,655            13,146
- --------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                             178,839           169,321

Property, plant and equipment, at cost (net of accumulated depreciation and
 amortization: 1996 - $236,394; 1995 - $214,424)                                                 245,286           214,653
Intangibles, net of amortization                                                                  28,055            28,893
Investment in and advances to unconsolidated affiliates                                           29,092            28,406
Deferred pension assets                                                                           34,049            33,923
Deferred income taxes                                                                              1,517             1,081
Other assets                                                                                      10,384             8,449
- --------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                 $   527,222           484,726
- --------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                                        $     3,541             4,858
Current maturities of long-term debt                                                               2,192             4,117
Accounts payable                                                                                  29,780            35,460
Accrued liabilities                                                                               96,956            86,006
- --------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                        132,469           130,441

Long-term debt, less current maturities                                                            5,786             5,795
Postretirement benefits other than pensions                                                        3,985             3,475
Workers' compensation and other claims                                                            10,786            11,292
Deferred income taxes                                                                             35,056            37,529
Payable - Pittston Minerals Group                                                                  6,967             7,844
Minority interests                                                                                22,470            21,361
Other liabilities                                                                                  8,424             8,184
Shareholders' equity                                                                             301,279           258,805
- --------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                                   $   527,222           484,726
- --------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       22

                                              Pittston Brink's Group
                                             STATEMENTS OF OPERATIONS
                                     (In thousands, except per share amounts)
                                                    (Unaudited)

                                                                 Three Months                     Nine Months
                                                                Ended September 30              Ended September 30
                                                               1996           1995             1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Operating revenues                                       $  232,022        208,958          666,637        573,964

Operating expenses                                          174,979        158,155          506,987        439,043
Selling, general and administrative expenses                 33,706         28,708           95,065         80,456
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                    208,685        186,863          602,052        519,499
- ------------------------------------------------------------------------------------------------------------------
Other operating income (expense), net                         1,648           (588)           1,478            585
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                             24,985         21,507           66,063         55,050

Interest income                                                 719            491            1,708          1,476
Interest expense                                               (424)          (527)          (1,410)        (1,478)
Other expense, net                                           (1,462)        (1,260)          (3,634)        (2,502)
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes                                   23,818         20,211           62,727         52,546
Provision for income taxes                                    7,977          5,598           21,013         16,422
- ------------------------------------------------------------------------------------------------------------------
Net income                                               $   15,841         14,613           41,714         36,124
- ------------------------------------------------------------------------------------------------------------------
Per common share:
Net income                                               $      .41            .38             1.09            .95
- ------------------------------------------------------------------------------------------------------------------
Cash dividends                                           $     .025           .023             .075           .069
- ------------------------------------------------------------------------------------------------------------------
Average shares outstanding                                   38,264         37,916           38,158         37,914
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       23

                                              Pittston Brink's Group
                                             STATEMENTS OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)

                                                                                    Nine months Ended September 30
                                                                                                 1996         1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                        
Cash flows from operating activities:
Net income                                                                                 $   41,714       36,124
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                                39,077       32,219
  (Credit) provision for deferred income taxes                                                 (1,877)         146
  Provision (credit) for pensions, noncurrent                                                   1,189         (289)
  Provision for uncollectible accounts receivable                                               3,221        1,987
  Equity in earnings of unconsolidated affiliates, net of dividends received                     (971)       1,642
  Other operating, net                                                                          4,633        1,781
  Change in operating assets and liabilities:
    Increase in accounts receivable                                                           (10,745)     (19,308)
    Decrease (increase) in inventories                                                            180         (578)
    Increase in prepaid expenses                                                               (2,294)      (1,777)
    Increase in accounts payable and accrued liabilities                                        5,574       10,821
    Increase in other assets                                                                   (3,404)        (944)
    Increase (decrease) in other liabilities                                                      430           (7)
    Other, net                                                                                     87          280
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                      76,814       62,097
- ------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                                    (71,146)     (46,835)
Proceeds from disposal of property, plant and equipment                                         2,878        2,244
Other, net                                                                                      1,068       (1,191)
- ------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                         (67,200)     (45,782)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                               1,882        2,000
Reductions of debt                                                                             (6,916)      (4,080)
Payments from (to) - Minerals Group                                                             2,163       (9,936)
Proceeds from exercise of stock options                                                           909        1,174
Proceeds from stock purchased by benefit plans                                                     89          395
Dividends paid                                                                                 (2,905)      (2,668)
Repurchase of common stock                                                                          -       (2,301)
Cost of Brink's Stock Proposal                                                                 (1,238)           -
- ------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                                          (6,016)     (15,416)
- ------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                       3,598          899
Cash and cash equivalents at beginning of period                                               21,977       20,226
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                 $   25,575       21,125
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       24

                             Pittston Brink's Group
                          NOTES TO FINANCIAL STATEMENTS
                    (In thousands, except per share amounts)
                                   (Unaudited)

(1)  The  financial  statements  of the  Pittston  Brink's  Group (the  "Brink's
     Group") include the balance sheets, results of operations and cash flows of
     the  Brink's,  Incorporated  ("Brink's")  and Brink's Home  Security,  Inc.
     ("BHS")  operations of The Pittston Company (the "Company"),  and a portion
     of the Company's corporate assets and liabilities and related  transactions
     which are not separately  identified with operations of a specific segment.
     The Brink's  Group's  financial  statements  are prepared using the amounts
     included in the  Company's  consolidated  financial  statements.  Corporate
     allocations  reflected in these financial  statements are determined  based
     upon methods  which  management  believes to be a reasonable  and equitable
     allocation of such expenses and credits.

     The  Company  provides  holders of  Pittston  Brink's  Group  Common  Stock
     ("Brink's  Stock")  separate  financial   statements,   financial  reviews,
     descriptions  of business and other  relevant  information  for the Brink's
     Group in addition to  consolidated  financial  information  of the Company.
     Holders  of  Brink's  Stock  are  shareholders  of the  Company,  which  is
     responsible  for all its  liabilities.  Therefore,  financial  developments
     affecting the Pittston Burlington Group (the "Burlington Group"),  Pittston
     Minerals Group (the "Minerals  Group") or the Brink's Group that affect the
     Company's  financial  condition  could affect the results of operations and
     financial  condition  of  all  three  Groups.  Accordingly,  the  Company's
     consolidated  financial  statements  must be read in  conjunction  with the
     Brink's Group's financial statements.

(2)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized  for home security  installations.  The  additional
     costs not previously  capitalized consisted of costs for installation labor
     and related benefits for supervisory,  installation  scheduling,  equipment
     testing and other  support  personnel  and costs  incurred  in  maintaining
     facilities and vehicles dedicated to the installation  process.  The effect
     of this change in accounting principle was to increase operating profit for
     the Brink's Group and the BHS segment for the first nine months of 1996 and
     1995 by $3,472 and $3,204, respectively,  and for the third quarter of 1996
     and 1995 by $1,296 and  $1,255,  respectively.  The  effect of this  change
     increased  net income per common  share of the Brink's  Group for the first
     nine  months of 1996 and 1995 by $.06 and $.05,  respectively,  and by $.02
     for both the third quarters of 1996 and 1995.

(3)  Depreciation and amortization of property, plant and equipment in the third
     quarter and nine month period of 1996 totaled $13,142 ($10,846 in 1995) and
     $38,118 ($31,097 in 1995), respectively.

(4)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                  Third quarter             Nine months
                                1996         1995         1996        1995
- --------------------------------------------------------------------------
                                                          
Interest                    $    414          565        1,416       1,523
- --------------------------------------------------------------------------
Income taxes                $  8,246        2,878       23,791      13,379
- --------------------------------------------------------------------------

     During the nine month period  ended  September  30, 1996 and 1995,  capital
     lease  obligations  of $1,575 and $150,  respectively,  were  incurred  for
     leases of property,  plant and  equipment.

(5)  As of January 1, 1996,  the  Brink's  Group  implemented  a new  accounting
     standard,  Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to Be  Disposed  Of".  SFAS No.  121  requires  companies  to review
     long-lived assets and certain identifiable  intangibles to be held and used
     by an  entity  for  impairment  whenever  circumstances  indicate  that the
     carrying amount for an asset may not be recoverable.  SFAS No. 121 requires
     companies to utilize a two-step approach to determining  whether impairment
     of such assets has occurred and, if so, the amount of such impairment.  The
     adoption  of SFAS No. 121 had no impact on the  Brink's  Group's  financial
     statements as of January 1, 1996.

                                       --
                                       25

(6)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(7)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary for a fair  presentation of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

                                       --
                                       26

                             Pittston Brink's Group
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The  financial  statements of the Pittston  Brink's Group (the "Brink's  Group")
include the balance sheets, results of operations and cash flows of the Brink's,
Incorporated  ("Brink's") and Brink's Home Security,  Inc. ("BHS") operations of
the Pittston Company ( the "Company"),  and a portion of the Company's corporate
assets  and  liabilities  and  related  transactions  which  are not  separately
identified with operations of a specific segment.  The Brink's Group's financial
statements are prepared using the amounts included in the Company's consolidated
financial  statements.   Corporate  allocations  reflected  in  these  financial
statements are determined based upon methods which management  believes to be an
equitable  allocation  of such  expenses and credits.  The  accounting  policies
applicable to the preparation of the Brink's Group's financial statements may be
modified or rescinded at the sole discretion of the Company's Board of Directors
(the "Board")  without the approval of the  shareholders,  although  there is no
intention to do so.

The Company  provides  holders of Pittston  Brink's Group Common Stock ("Brink's
Stock")  separate  financial  statements,  financial  reviews,  descriptions  of
business and other  relevant  information  for the Brink's  Group in addition to
consolidated financial information of the Company.  Holders of Brink's Stock are
shareholders  of the  Company,  which  continues to be  responsible  for all its
liabilities.  Therefore,  financial developments affecting the Pittston Minerals
Group (the "Minerals  Group"),  the Pittston  Burlington  Group (the "Burlington
Group") or the Brink's Group that affect the Company's financial condition could
affect the results of operations  and  financial  condition of all three Groups.
Accordingly,  the Company's  consolidated  financial  statements must be read in
conjunction with the Brink's Group's financial statements.

The following  discussion is a summary of the key factors  management  considers
necessary in reviewing the Brink's Group's results of operations,  liquidity and
capital  resources.  This  discussion  should  be read in  conjunction  with the
financial statements and related notes of the Company.

                               SEGMENT INFORMATION
                                 (In thousands)

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
                                                                  1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Revenues:
Brink's                                                    $   192,491       176,507        551,756        480,141
BHS                                                             39,531        32,451        114,881         93,823
- ------------------------------------------------------------------------------------------------------------------
Revenues                                                   $   232,022       208,958        666,637        573,964
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
Brink's                                                    $    16,033        12,263         37,935         29,882
BHS                                                             11,509        10,386         34,012         28,702
- ------------------------------------------------------------------------------------------------------------------
Segment operating profit                                        27,542        22,649         71,947         58,584
General corporate expense                                       (2,557)       (1,142)        (5,884)        (3,534)
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    24,985        21,507         66,063         55,050
- ------------------------------------------------------------------------------------------------------------------

                                       --
                                       27

RESULTS OF OPERATIONS
- ---------------------

Net income  totaled $15.8 million or $.41 per share in the third quarter of 1996
compared with $14.6 million in the third quarter of 1995.  Operating  profit for
the 1996 third  quarter  increased to $25.0  million  from $21.5  million in the
third quarter of 1995.  The increase in net income and operating  profit for the
1996 third  quarter  compared with the same period of 1995 was  attributable  to
improved operating  earnings for both the Brink's and BHS businesses,  partially
offset  by  increased  general  corporate  expenses  primarily  related  to  the
relocation of the Company's corporate headquarters to Richmond,  Virginia, which
resulted in additional  pretax  expenses of $1.0 million in the third quarter of
1996.  Net income in 1995's  third  quarter  benefited  from a lower than normal
quarterly tax rate which was required to adjust to the effective  nine month tax
rate.  Revenues for the 1996 third  quarter  compared to the 1995 third  quarter
increased $23.1 million or 11% consisting of $16.0 million and $7.1 million from
Brink's and BHS,  respectively.  Operating  expenses  and  selling,  general and
administrative  expenses for the 1996 third quarter  increased  $21.8 million or
12%  compared  with the same period last year,  of which $14.4  million was from
Brink's,  $6.0 million was from BHS and $1.4 million was from general  corporate
expenses.  Other net operating income of $1.6 million amounted to a $2.2 million
increase from a $0.6 million net loss recorded in the third quarter of 1995.

In the first nine months of 1996, net income totaled $41.7 million compared with
$36.1 million in the first nine months of 1995.  Operating  profit for the first
nine months of 1996  increased to $66.1  million from $55.1  million in the same
period of 1995.  The increase in net income and  operating  profit for the first
nine months of 1996  compared with the same period of 1995 was  attributable  to
improved operating earnings for both Brink's and BHS businesses,  only partially
offset by  increased  general  corporate  expenses.  Revenues for the first nine
months of 1996  increased  $92.7  million  or 16%  compared  with the first nine
months of 1995,  consisting of $71.6 million from Brink's and $21.1 million from
BHS. Operating expenses and selling, general and administrative expenses for the
first nine months of 1996 increased  $82.6 million or 16% compared with the same
period last year, which  represented  $64.5 million from Brink's,  $15.7 million
from BHS and $2.4 million from general corporate expenses.  Other net expense of
$3.6 million  amounted to a $1.1 million  increase from $2.5 million recorded in
the first nine months of 1995.

Brink's
- -------
The following is a table of selected financial data for Brink's on a comparative
basis:

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
(In thousands)                                                    1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Revenues:
  North America (United States and Canada)                 $   106,156        97,103        308,271        278,084
  International                                                 86,335        79,404        243,485        202,057
- ------------------------------------------------------------------------------------------------------------------
Total revenues                                             $   192,491       176,507        551,756        480,141

Operating expenses                                             154,527       142,105        447,177        390,328
Selling, general and administrative                             23,579        21,551         68,122         60,516
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                       178,106       163,656        515,299        450,844
- ------------------------------------------------------------------------------------------------------------------
Other operating income (expense)                                 1,648          (588)         1,478            585
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
  North America (United States and Canada)                 $     9,292         8,226         23,383         20,752
  International                                                  6,741         4,037         14,552          9,130
- ------------------------------------------------------------------------------------------------------------------
Total operating profit                                     $    16,033        12,263         37,935         29,882
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     6,522         5,757         18,259         16,253
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $     8,514         4,234         24,518         15,710
- ------------------------------------------------------------------------------------------------------------------

                                       --
                                       28

Brink's  worldwide  consolidated  revenues  totaled  $192.5 million in the third
quarter of 1996  compared  with  $176.5  million  in the third  quarter of 1995.
Brink's  operating  profit of $16.0  million  represented  a $3.8 million  (31%)
increase  over the $12.3  million  operating  profit  reported in the prior year
quarter.  Other operating income increased $2.2 million to $1.6 million,  from a
prior year quarter net loss of $0.6 million.

Revenues from North American  operations  (United  States and Canada)  increased
$9.1  million,  or 9%, to $106.2  million in the 1996 third  quarter  from $97.1
million in the prior year quarter.  North American  operating  profit  increased
$1.1  million,  or 13%, to $9.3  million in the current  year  quarter from $8.2
million in the third  quarter of 1995.  The  operating  profit  improvement  was
primarily due to improved armored car operations,  which includes ATM servicing,
and money processing and reflects operating efficiencies.

Revenues from international subsidiaries increased $6.9 million to $86.3 million
in the 1996 third quarter from $79.4 million in the 1995 quarter.  Substantially
all the increase in international  revenues was due to the  consolidation of the
results of Brink's  Colombia,  in which Brink's increased its ownership from 47%
to 51% during the third quarter of 1995.  Operating  profits from  international
subsidiaries  and  minority-owned  affiliates  amounted  to $6.7  million in the
current year quarter  compared to $4.0 million in the prior year third  quarter.
The earnings  increase for the third quarter of 1996 reflected  higher operating
profits  in Latin  America  which  more than  offset  lower  results  in Europe,
primarily Holland. Latin America's increase in operating profits reflects a $1.2
million benefit from the consolidation of Colombia's operating profits. Brazil's
(100% owned) operating  profits amounted to $1.7 million in the third quarter of
1996, compared to $1.9 million in the third quarter of 1995. The $1.1 million in
equity  earnings  generated  by Brink's  Mexican  affiliate  (20%  owned) was an
improvement over the $1.2 million loss recorded in the third quarter of 1995, as
the benefits of workforce reductions, cost controls and operational improvements
continue to be realized.

Brink's worldwide consolidated revenues totaled $551.8 million in the first nine
months of 1996  compared  with $480.1  million in the first nine months of 1995.
Brink's  operating  profit of $37.9  million  in the first  nine  months of 1996
represented  an $8.1 million (27%)  increase  over the $29.9  million  operating
profit reported in the prior year period.  The revenue increase of $71.6 million
(15%)  in the  first  nine  months  of  1996  was  only  partially  offset  by a
corresponding   increase  in  operating   expenses  and  selling,   general  and
administrative expenses of $64.5 million (14%). Other operating income increased
$0.9 million to $1.5 million, from $0.6 million in the prior year.

Revenues from North American  operations  (United  States and Canada)  increased
$30.2  million,  or 11%, to $308.3 million in the first nine months of 1996 from
$278.1  million in the same  period of 1995.  North  American  operating  profit
increased  $2.6 million  (13%) to $23.4  million in the current year period from
$20.8 million in the same period of 1995. The operating  profit  improvement for
the nine months of 1996 primarily resulted from improved armored car operations,
which  includes ATM  servicing,  and money  processing  and  reflects  operating
efficiencies.

Revenues  from  international  subsidiaries  increased  $41.4  million to $243.5
million in the first nine months of 1996 from  $202.1  million in the first nine
months of 1995.  Consolidation of the results of Brink's Colombia  accounted for
approximately half of the increase in international  revenues for the nine-month
comparative  period.  Operating  profits  from  international  subsidiaries  and
minority-owned  affiliates  amounted to $14.6 million in the current year period
compared to $9.1 million in the prior year period.  Higher operating  profits in
Latin  America more than offset lower  results in Europe,  primarily  France and
Holland.  Latin America's  increase in operating profits includes a $3.1 million
benefit  from  the  consolidation  of  the  results  of  Brink's  Colombia.  The
consolidation  of this now 51% owned  subsidiary  had a de minimus effect on the
Brink's Group net income.  Brazil (100% owned) achieved increases in revenue and
operating profit of $10.7 million and $1.9 million,  respectively, for the first
nine months of 1996  compared to the same period in 1995.  Revenues  for Brink's
Brazil were $89.6  million  and $79.0  million for the first nine months of 1996
and 1995, respectively, and operating profits were $4.7 million and $2.8 million
for the first nine  months of 1996 and 1995,  respectively.  Equity in  earnings
from Brink's  Mexican  affiliate (20% owned)  amounted to $2.1 million  compared
with a $2.2 million loss recorded in the first nine months of 1995.

                                       --
                                       29

BHS
- ---
The  following is a table of selected  financial  data for BHS on a  comparative
basis:

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
(In thousands)                                                    1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                  
Revenues                                                   $    39,531        32,451        114,881         93,823

Operating expenses                                              20,452        16,051         59,810         48,715
Selling, general and administrative                              7,570         6,014         21,059         16,406
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                        28,022        22,065         80,869         65,121
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    11,509        10,386         34,012         28,702
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     6,936         5,469         20,745         15,889
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $    14,702        11,882         44,751         31,023
- ------------------------------------------------------------------------------------------------------------------
Annualized recurring revenues (a)                                                         $ 121,254        100,862
- ------------------------------------------------------------------------------------------------------------------
Number of subscribers:
   Beginning of period                                         412,591       346,540        378,659        318,029
   Installations                                                23,327        20,580         72,030         58,942
   Disconnects                                                  (8,125)       (5,917)       (22,896)       (15,768)
- ------------------------------------------------------------------------------------------------------------------
End of period                                                  427,793       361,203        427,793        361,203
- ------------------------------------------------------------------------------------------------------------------

(a)  Annualized   recurring  revenue  is  calculated  based  on  the  number  of
     subscribers  at period end  multiplied  by the average  fee per  subscriber
     received in the last month of the period for  monitoring,  maintenance  and
     related services.

Revenues for BHS  increased by $7.1 million  (22%) to $39.5 million in the third
quarter of 1996 from $32.5 million in the 1995 quarter. In the first nine months
of 1996,  revenues for BHS increased by $21.1  million  (22%) to $114.9  million
from $93.8  million in the first nine months of 1995.  The  increase in revenues
was predominantly from higher ongoing  monitoring and services revenues,  caused
by an 18% growth in the subscriber base for the nine months. As a result of such
growth,  annualized  recurring revenues in force at the end of the third quarter
of 1996 grew 20% over the  amount in effect at the end of the third  quarter  of
1995.  The total amount of  installation  revenue in the third quarter and first
nine  months  of 1996 also grew by 24% and 26%,  respectively,  over the  amount
recorded  in the same  periods  of 1995,  largely  as a result of the  increased
volume  of  installations.  Revenue  per  installation  decreased  from  amounts
achieved in the first half of this year due to the  competitive  environment  in
the marketplace.

Operating  profit of $11.5 million in the third quarter of 1996  represented  an
increase of $1.1 million (11%)  compared to the $10.4 million earned in the 1995
third quarter. In the first nine months of 1996, operating profit increased $5.3
million  (19%) to $34.0  million  from  $28.7  million  earned in the first nine
months of 1995. The increase in operating profit largely stemmed from the growth
in the  subscriber  base and higher average  monitoring  and services  revenues,
somewhat  offset by higher  depreciation  and  increased  account  servicing and
administrative  expenses, which are a consequence of the larger subscriber base.
In addition,  installation  and marketing costs incurred and expensed during the
third quarter increased by $0.9 million from the prior year period.

The subscriber base on September 30, 1996, totaled 427,793 customers, 18% higher
than the balance at the end of the third quarter of 1995.  Annualized  recurring
revenues  amounted to $121.3  million at  September  30,  1996,  20% higher than
September 30, 1995. The favorable change reflects the increased  subscriber base
as well as higher average monthly  revenues,  principally  generated by customer
service contracts.

                                       --
                                       30

Foreign Operations
- ------------------
A portion of the Brink's Group's financial results is derived from activities in
several  foreign  countries,  each  with a local  currency  other  than the U.S.
dollar.  Because the financial results of the Brink's Group are reported in U.S.
dollars,  they are  affected by the changes in the value of the various  foreign
currencies in relation to the U.S.  dollar.  The Brink's  Group's  international
activity is not concentrated in any single  currency,  which limits the risks of
foreign  currency  rate  fluctuations.   In  addition,   foreign  currency  rate
fluctuations  may  adversely  affect   transactions  which  are  denominated  in
currencies  other than the  functional  currency.  The Brink's  Group  routinely
enters into such transactions in the normal course of its business. Although the
diversity  of its  foreign  operations  limits  the risks  associated  with such
transactions, the Brink's Group uses foreign exchange forward contracts to hedge
the risks associated with certain  transactions  denominated in currencies other
than the functional currency.  Realized and unrealized gains and losses on these
contracts  are  deferred  and  recognized  as part of the  specific  transaction
hedged.  Cumulative translation  adjustments relating to operations in countries
with highly  inflationary  economies are included in net income,  along with all
transaction  gains or losses for the period.  A subsidiary in Brazil operates in
such a highly inflationary economy.  Additionally,  current conditions in Mexico
where the Brink's Group has an affiliate (20% owned), indicate that that economy
may be considered highly inflationary by early 1997.

Additionally, the Brink's Group is subject to other risks customarily associated
with  doing  business  in  foreign  countries,  including  economic  conditions,
controls on repatriation of earnings and capital, nationalization, expropriation
and other forms of restrictive action by local governments.  The future effects,
if any, of such risks on the Brink's Group cannot be predicted.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has  been  allocated  to the  Brink's  Group  based  on
utilization  and other methods and criteria  which  management  believes to be a
reasonable  and  equitable  estimate  of the costs  attributable  to the Brink's
Group.  These  allocations  were $2.6  million  and $1.1  million  for the third
quarter of 1996 and 1995, respectively and $5.9 million and $3.5 million for the
first nine months of 1996 and 1995, respectively.

The  Company's  corporate  office was  relocated  to Richmond,  Virginia  during
September  1996.  The  costs of this  move for the  first  nine  months of 1996,
including  moving  expenses,  employee  relocation,  severance pay and temporary
employee costs,  amounted to $2.9 million.  Approximately  $1.0 million of these
costs were attributed to the Brink's Group.

Other Operating Income (Expense), Net
- -------------------------------------
Other net operating  income  increased $2.2 million to income of $1.6 million in
the 1996 third quarter from a loss of $0.6 million in the 1995 third quarter. In
the first nine  months of 1996,  other net  operating  income  amounted  to $1.5
million, increasing $0.9 million from other net operating income of $0.6 million
in the first nine months of 1995. Other operating  income consists  primarily of
equity  earnings  of  foreign  affiliates.  These  equity  earnings,  which  are
primarily  attributable to equity  affiliates of Brink's,  amounted to income of
$1.5  million and an expense of $0.7  million for the third  quarter of 1996 and
1995,  respectively,  and income of $1.1  million and $0.1  million in the first
nine months of 1996 and 1995, respectively. Increases in Brink's share of equity
earnings  is  partially  due to a  significant  improvement  in the  earnings of
Brink's Mexican affiliate. The results of Brink's equity affiliates in the third
quarter and first nine months of 1995  included  $0.2 million and $1.2  million,
respectively,  in  equity  income  from  Colombia  which  became a  consolidated
subsidiary  during  the  third  quarter  of 1995,  subsequent  to an  additional
investment bringing Brink's ownership to a majority interest in the operation.

Other Income (Expense), Net
- ---------------------------
Other net expense for the third  quarter of 1996  increased by $0.2 million to a
net expense of $1.5 million  from $1.3 million in the third  quarter of 1995 and
for the first nine months of 1996  increased by $1.1 million to a net expense of
$3.6  million  from $2.5  million for the first nine months of 1995.  The higher
level of other  expense  for the third  quarter  and first  nine  months of 1996
primarily reflects  increased charges for minority interest,  mainly as a result
of the consolidation of Brink's Colombia.

                                       --
                                       31

Income Taxes
- ------------
The third  quarter of 1995  reflected  a lower than  normal  quarterly  tax rate
required to adjust to the effective nine month tax rate.

FINANCIAL CONDITION
- -------------------

A portion of the Company's  corporate assets and liabilities has been attributed
to the Brink's Group based upon  utilization  of the shared  services from which
assets and liabilities are generated,  which management believes to be equitable
and a reasonable estimate.

Cash Provided by Operating Activities
- -------------------------------------
Cash  provided by operating  activities  amounted to $76.8  million in the first
nine months of 1996,  representing  a $14.7  million  favorable  change from the
prior year  period.  The  increase in cash flow  reflects  higher net income and
noncash charges as well as a reduction in funding requirements for net operating
assets and liabilities.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first nine months of 1996 and 1995  totaled
$71.1 million and $46.8 million, respectively,  excluding equipment expenditures
that have been or are  expected to be  financed  through  capital and  operating
leases, and any acquisition  expenditures.  In 1996, BHS and Brink's spent $44.8
million and $24.5 million,  respectively,  and $1.8 million was allocated to the
Brink's Group for corporate  expenditures  primarily relating to the purchase of
the Company's new corporate office building. Expenditures incurred by BHS in the
first  nine  months  of  1996  were   primarily   for  customer   installations,
representing  the expansion in the  subscriber  base. For the full year of 1996,
capital expenditures excluding expenditures that have been or are expected to be
financed  through capital and operating leases are estimated to be between $95.0
million and $100.0 million.  Increased  expenditures in 1996 are expected at BHS
resulting  from continued  expansion of the  subscriber  base, and at Brink's in
support of business expansion.

Financing
- ---------
The Brink's Group intends to fund its capital  expenditure  requirements  during
the  remainder of 1996  primarily  with  anticipated  cash flows from  operating
activities  and  through   operating  and  capital  leases  if  the  latter  are
financially  attractive.  Shortfalls,  if any,  will  be  financed  through  the
Company's  revolving credit agreements or short-term  borrowing  arrangements or
repayments  from the Minerals  Group.  The Company has a $350 million  revolving
credit  agreement  with a  syndicate  of banks (the  "Facility").  The  Facility
includes  a $100  million  term  loan and also  permits  additional  borrowings,
repayments,  and reborrowings of up to an aggregate of $250 million.  During the
second  quarter of 1996,  the maturity  date of both the term loan and revolving
credit portion of the Facility was extended to May 31, 2001. Of the total amount
outstanding under the Facility at September 30, 1996, none was attributed to the
Brink's Group.

Debt
- ----
Outstanding  debt at quarter end totaled $11.5 million,  $3.3 million lower than
the $14.8  million  reported  at December  31,  1995.  Cash flow from  operating
activities  and a repayment of borrowings  by the Minerals  Group were more than
sufficient to fund investing  activities,  dividend payments and the cost of the
Brink's Stock proposal, as well as enable the Brink's Group to reduce debt.

Related Party Transactions
- --------------------------
At September 30, 1996,  under an interest  bearing  borrowing  arrangement,  the
Minerals Group owed the Brink's Group $15.8 million,  a decrease of $2.1 million
from the $17.9 million owed at December 31, 1995.

At September 30, 1996, in accordance  with the Company's tax allocation  policy,
the Brink's  Group owed the Minerals  Group $21.0  million for tax  benefits,  a
decrease of $0.8  million from the $21.8  million owed at December 31, 1995.  Of
the total amount of tax benefits owed the Minerals  Group at September 30, 1996,
$14.0 million is expected to be paid within one year.

                                       --
                                       32

Capitalization
- --------------
On January 18, 1996, the  shareholders of the Company approved the Brink's Stock
Proposal,  resulting in the modification of the capital structure of the Company
to  include an  additional  class of common  stock.  The  outstanding  shares of
Pittston  Services Group Common Stock  ("Services  Stock") were  redesignated as
Pittston  Brink's Stock on a  share-for-share  basis,  and a new class of common
stock,  designated  as  Pittston  Burlington  Group  Common  Stock  ("Burlington
Stock"),  was distributed on the basis of one-half share of Burlington Stock for
each  share of  Services  Stock  previously  held by  shareholders  of record on
January 19, 1996.  The Brink's Group  consists of the Brink's and BHS operations
of the Company.  The Burlington  Group consists of the Burlington  operations of
the  Company.  The  Minerals  Group  consists of the Coal and  Mineral  Ventures
operations of the Company.  The approval of the Brink's  Stock  Proposal did not
result in any  transfer of assets and  liabilities  of the Company or any of its
subsidiaries.  The  Company  prepares  separate  financial  statements  for  the
Brink's,  Minerals and Burlington  Groups in addition to consolidated  financial
information of the Company.

Brink's  Stock,  Burlington  Stock and  Pittston  Minerals  Group  Common  Stock
("Minerals   Stock")  were  designed  to  provide   shareholders  with  separate
securities reflecting the performance of the Brink's Group, Burlington Group and
Minerals Group,  respectively,  without  diminishing the benefits of remaining a
single  corporation  or  precluding  future  transactions  affecting  any of the
Groups.

The  redesignation  of the  Company's  Services  Stock as Brink's  Stock and the
distribution  of  Burlington  Stock as a result of the  approval  of the Brink's
Stock  Proposal  and the  distribution  of  Minerals  Stock  in July  1993  (the
"Services  Stock  Proposal")  did not  result  in any  transfer  of  assets  and
liabilities  of the  Company  or any of its  subsidiaries.  Holders of all three
classes  of  stock  are  shareholders  of the  Company,  which  continues  to be
responsible for all its liabilities. Therefore, financial developments affecting
the Brink's Group,  the  Burlington  Group or the Minerals Group that affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of all three Groups. The changes in the capital structure of
the Company had no effect on the Company's total capital,  except as to expenses
incurred in the execution of the Brink's Stock  Proposal.  Since the approval of
the  Brink's  Stock   Proposal  and  the  earlier   Services   Stock   Proposal,
capitalization of the Company has been affected by the share activity related to
each of the classes of common stock.

In November 1995, the Board authorized,  subject to shareholder  approval of the
Brink's Stock Proposal,  a revised share repurchase program which allows for the
purchase,  from  time to time,  of up to  1,500,000  shares  of  Brink's  Stock,
1,500,000 shares of Burlington Stock and 1,000,000 shares of Minerals Stock, not
to exceed an aggregate  purchase  price of $45.0  million.  As of September  30,
1996,  no shares of Brink's  Stock were  purchased  under the  program.  Between
October 1, 1996 and November 11, 1996,  the Company  purchased  47,600 shares of
Burlington Stock at a total cost of $0.9 million.

In 1994,  the  Board  authorized  the  purchase  from  time to time of up to $15
million of the Company's  Series C Cumulative  Convertible  preferred  stock. In
November  1995, the Board  authorized an increase in the remaining  authority to
$15 million.  No share  purchases were made in 1995  subsequent to the increased
authorization.  During  the third  quarter  and first nine  months of 1996,  the
Company  purchased  10,320  and  20,920  shares,  respectively,  of its Series C
Cumulative  Convertible preferred stock at a total cost of $3.9 million and $7.9
million, respectively.

Dividends
- ---------
The Board  intends to  declare  and pay  dividends  on  Brink's  Stock  based on
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Brink's Group.  Since the Company remains subject to Virginia law limitations on
dividends  and to  dividend  restrictions  in its  public  debt and bank  credit
agreements, financial developments of the Minerals Group or the Burlington Group
could affect the Company's ability to pay dividends in respect of stock relating
to the Brink's Group.

                                       --
                                       33

During the first nine months of 1996,  the Board  declared  and the Company paid
cash  dividends of 7.5 cents per share of Brink's  Stock.  During the first nine
months of 1995,  the Board  declared and the Company  paid cash  dividends of 15
cents per share of Services Stock of which 6.9 cents per share was attributed to
Brink's Stock.

The  Company  pays an annual  cumulative  dividend  on its  Series C  Cumulative
Convertible  preferred stock of $31.25 per share payable quarterly,  in cash, in
arrears, out of all funds of the Company legally available when, and if declared
by the Board of Directors of the  Company.  Such stock also bears a  liquidation
preference  of $500 per  share,  plus an  amount  equal to  accrued  and  unpaid
dividends thereon. In the first nine months of 1996 and 1995,  dividends paid on
the Series C Cumulative  Convertible  preferred stock were $2.9 million and $3.3
million, respectively.

                                       --
                                       34

                                             Pittston Burlington Group
                                                  BALANCE SHEETS
                                                  (In thousands)

                                                                                September 30,         December 31,
                                                                                         1996                 1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                        
                                                                                  (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents                                                         $    24,517               25,847
Accounts receivable (net of estimated amount uncollectible:
 1996 - $9,761; 1995 - $10,373)                                                       225,481              219,681
Receivable - Pittston Minerals Group                                                    5,356                5,910
Inventories, at lower of cost or market                                                 2,076                1,684
Prepaid expenses                                                                       12,552               13,603
Deferred income taxes                                                                   8,265               11,512
- ------------------------------------------------------------------------------------------------------------------
Total current assets                                                                  278,247              278,237

Property, plant and equipment, at cost (net of accumulated
   depreciation and amortization: 1996 - $61,407; 1995 - $56,269)                      97,551               72,171
Intangibles, net of amortization                                                      177,472              180,739
Deferred pension assets                                                                 9,356               10,427
Deferred income taxes                                                                  17,328               12,875
Other assets                                                                           14,320               17,628
- ------------------------------------------------------------------------------------------------------------------
Total assets                                                                      $   594,274              572,077
- ------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                             $    32,104               32,181
Current maturities of long-term debt                                                    2,739                1,964
Accounts payable                                                                      151,756              157,770
Accrued liabilities                                                                    72,289               62,311
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                             258,888              254,226

Long-term debt, less current maturities                                                27,429               26,697
Postretirement benefits other than pensions                                             3,050                2,713
Deferred income taxes                                                                     268                1,996
Payable - Pittston Minerals Group                                                       6,143                8,029
Other liabilities                                                                       4,395                6,563
Shareholders' equity                                                                  294,101              271,853
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                        $   594,274              572,077
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       35

                            Pittston Burlington Group
                            STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                                 Three Months                     Nine Months
                                                                Ended September 30              Ended September 30
                                                               1996           1995             1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Operating revenues                                       $  377,656        365,793        1,093,017      1,031,687

Operating expenses                                          327,242        318,459          958,752        907,696
Selling, general and administrative expenses                 32,730         31,491           95,636         89,444
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                    359,972        349,950        1,054,388        997,140
- ------------------------------------------------------------------------------------------------------------------
Other operating income                                          224            464              966          1,833
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                             17,908         16,307           39,595         39,380

Interest income                                                 628          1,026            2,177          3,014
Interest expense                                               (944)        (1,238)          (2,984)        (3,461)
Other expense, net                                             (597)          (338)          (1,939)          (862)
- ------------------------------------------------------------------------------------------------------------------
Income before income taxes                                   16,995         15,757           36,849         35,071
Provision for income taxes                                    6,290          5,233           13,635         12,489
- ------------------------------------------------------------------------------------------------------------------
Net income                                               $   10,705         10,524           23,214         22,582
- ------------------------------------------------------------------------------------------------------------------
Per common share:
Net income                                               $      .56            .55             1.21           1.19
- ------------------------------------------------------------------------------------------------------------------
Cash dividends                                           $      .06           .054              .18           .162
- ------------------------------------------------------------------------------------------------------------------
Average shares outstanding                                   19,283         18,958           19,161         18,957
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       36

                            Pittston Burlington Group
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                                                            Nine months Ended September 30
                                                                                                        1996          1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Cash flows from operating activities:
Net income                                                                                        $   23,214        22,582
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                                       16,129        14,744
  Provision for aircraft heavy maintenance                                                            23,980        19,226
  Credit for deferred income taxes                                                                    (2,757)       (2,767)
  Provision for pensions, noncurrent                                                                   1,115           195
  Provision for uncollectible accounts receivable                                                      1,841         1,654
  Equity in earnings of unconsolidated affiliates, net of dividends received                            (171)         (141)
  Other operating, net                                                                                 1,522           714
  Change in operating assets and liabilities net of effects of acquisitions:
   Increase in accounts receivable                                                                    (7,642)      (47,547)
   (Increase) decrease in inventories                                                                   (392)          212
   Decrease (increase) in prepaid expenses                                                             1,113        (4,977)
   (Decrease) increase in accounts payable and accrued liabilities                                   (21,410)        9,105
   Increase in other assets                                                                             (870)         (439)
   (Decrease) increase in other liabilities                                                           (1,308)        1,581
   Other, net                                                                                           (509)         (905)
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                             33,855        13,237
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                                           (27,486)      (19,900)
Proceeds from disposal of property, plant and equipment                                                5,899           169
Aircraft heavy maintenance                                                                           (15,215)      (11,406)
Acquisitions, net of cash acquired, and related contingent payments                                     (225)       (1,693)
Other, net                                                                                             2,566         2,922
- --------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                                (34,461)      (29,908)
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                                      2,878        16,482
Reductions of debt                                                                                    (1,361)         (558)
Payments from - Minerals Group                                                                           554         3,746
Proceeds from exercise of stock options                                                                2,183           578
Proceeds from stock purchased by benefit plans                                                           110           195
Dividends paid                                                                                        (3,479)       (3,268)
Repurchase of common stock                                                                              (372)       (1,134)
Cost of Brink's Stock Proposal                                                                        (1,237)            -
- --------------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by financing activities                                                        (724)       16,041
- --------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                             (1,330)         (630)
Cash and cash equivalents at beginning of period                                                      25,847        18,384
- --------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                        $   24,517        17,754
- --------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       37

                            Pittston Burlington Group
                          NOTES TO FINANCIAL STATEMENTS
                    (In thousands, except per share amounts)
                                   (Unaudited)

(1)  The financial  statements of the Pittston Burlington Group (the "Burlington
     Group") include the balance sheets, results of operations and cash flows of
     the Burlington Air Express Inc.  ("Burlington")  operations of The Pittston
     Company (the  "Company"),  and a portion of the Company's  corporate assets
     and  liabilities  and  related   transactions   which  are  not  separately
     identified with operations of a specific  segment.  The Burlington  Group's
     financial  statements  are  prepared  using  the  amounts  included  in the
     Company's   consolidated   financial   statements.   Corporate  allocations
     reflected in these financial  statements are determined  based upon methods
     which  management  believes to be a reasonable and equitable  allocation of
     such expenses and credits.

     The Company  provides  holders of Pittston  Burlington  Group  Common Stock
     ("Burlington  Stock") separate  financial  statements,  financial  reviews,
     descriptions of business and other relevant  information for the Burlington
     Group in addition to  consolidated  financial  information  of the Company.
     Holders of  Burlington  Stock are  shareholders  of the  Company,  which is
     responsible  for all its  liabilities.  Therefore,  financial  developments
     affecting the Pittston Minerals Group (the "Minerals Group"),  the Pittston
     Brink's Group (the "Brink's Group") or the Burlington Group that affect the
     Company's  financial  condition  could affect the results of operations and
     financial  condition  of  all  three  Groups.  Accordingly,  the  Company's
     consolidated  financial  statements  must be read in  conjunction  with the
     Burlington Group's financial statements.

(2)  Depreciation and amortization of property, plant and equipment in the third
     quarter and nine months  periods of 1996 and 1995 totaled $3,594 ($3,386 in
     1995) and $11,247 ($9,822 in 1995), respectively.

(3)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                  Third quarter             Nine months
                                1996         1995         1996        1995
- --------------------------------------------------------------------------
                                                          
Interest                    $  1,238          845        3,793       3,312
- --------------------------------------------------------------------------
Income taxes                $  7,320        2,601       15,881      20,821
- --------------------------------------------------------------------------

     During the nine month period  ended  September  30, 1996 and 1995,  capital
     lease obligations of $61 and $4,284, respectively, were incurred for leases
     of property, plant and equipment.

(4)  As of January 1, 1996,  the Burlington  Group  implemented a new accounting
     standard,  Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to Be  Disposed  Of".  SFAS No.  121  requires  companies  to review
     long-lived assets and certain identifiable  intangibles to be held and used
     by an  entity  for  impairment  whenever  circumstances  indicate  that the
     carrying amount for an asset may not be recoverable.  SFAS No. 121 requires
     companies to utilize a two-step approach to determining  whether impairment
     of such assets has occurred and, if so, the amount of such impairment.  The
     adoption of SFAS No. 121 had no impact on the Burlington  Group's financial
     statements as of January 1, 1996.

(5)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(6)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary for a fair  presentation of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

                                       --
                                       38

                            Pittston Burlington Group
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The  financial  statements  of the Pittston  Burlington  Group (the  "Burlington
Group") include the balance sheets,  results of operations and cash flows of the
Burlington Air Express Inc.  ("Burlington")  operations of the Pittston  Company
(the "Company"), and a portion of the Company's corporate assets and liabilities
and related transactions which are not separately  identified with operations of
a specific segment.  The Burlington  Group's  financial  statements are prepared
using the amounts included in the Company's  consolidated  financial statements.
Corporate  allocations  reflected in these  financial  statements are determined
based upon methods which  management  believes to be an equitable  allocation of
such expenses and credits. The accounting policies applicable to the preparation
of the Burlington  Group's financial  statements may be modified or rescinded at
the sole  discretion of the Company's  Board of Directors (the "Board")  without
the approval of the shareholders, although there is no intention to do so.

The  Company  provides  holders  of  Pittston   Burlington  Group  Common  Stock
("Burlington   Stock")  separate   financial   statements,   financial  reviews,
descriptions of business and other relevant information for the Burlington Group
in addition to  consolidated  financial  information of the Company.  Holders of
Burlington  Stock  are  shareholders  of  the  Company,  which  continues  to be
responsible for all its liabilities. Therefore, financial developments affecting
the Pittston Minerals Group (the "Minerals  Group"),  the Pittston Brink's Group
(the  "Brink's  Group")  or the  Burlington  Group  that  affect  the  Company's
financial  condition  could  affect the  results  of  operations  and  financial
condition any of the Groups.  Accordingly,  the Company's consolidated financial
statements  must be read in conjunction  with the Burlington  Group's  financial
statements.

The following  discussion is a summary of the key factors  management  considers
necessary in reviewing the Burlington  Group's results of operations,  liquidity
and capital  resources.  This discussion  should be read in conjunction with the
financial statements and related notes of the Company.

                               SEGMENT INFORMATION
                                 (In thousands)

                                                                   Three Months                   Nine Months
                                                                  Ended September 30            Ended September 30
                                                                  1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Revenues:
Burlington                                                 $   377,656       365,793      1,093,017      1,031,687
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
Burlington                                                 $    20,466        17,449         45,479         39,913
General corporate expense                                       (2,558)       (1,142)        (5,884)        (3,533)
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                           $    17,908        16,307         39,595         36,380
- ------------------------------------------------------------------------------------------------------------------

RESULTS OF OPERATIONS
- ---------------------

In the third quarter of 1996, the Burlington  Group reported net income of $10.7
million,  or $.56 per share,  compared with $10.5 million, or $.55 per share, in
the third quarter of 1995.  Operating  profit  totaled $17.9 million in the 1996
third  quarter  compared  with $16.3  million  in the prior year third  quarter.
Increases in general corporate expenses were primarily related to the relocation
of the Company's Corporate headquarters to Richmond, Virginia, which resulted in
additional pretax expenses of $1.0 million in the third quarter of 1996. Results
in 1995's third quarter  benefited  from a lower than normal  quarterly tax rate
which was  required  to adjust to the  effective  nine month tax rate.  Revenues
increased $11.9 million or 3%,  compared with the 1995 third quarter.  Operating
expenses and selling,  general and administrative  expenses for the 1996 quarter
increased $10.0 million, or 3%, compared with the same 1995 period.

                                       --
                                       39

In the first nine months of 1996,  the  Burlington  Group reported net income of
$23.2 million,  or $1.21 per share,  compared with $22.6  million,  or $1.19 per
share, in the first nine months of 1995.  Operating profit totaled $39.6 million
in the first nine months of 1996  compared  with $39.4 million in the prior year
nine month period.  Revenues  increased  $61.3 million or 6%,  compared with the
same nine month period of 1995.  Operating  expenses  and  selling,  general and
administrative  expenses for the 1996 nine month period increased $57.2 million,
or 6%, compared with the same period last year.

Burlington
- ----------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:

                                                                   Three Months                   Nine Months
(In thousands - except per                                        Ended September 30            Ended September 30
pound/shipment amounts)                                           1996          1995           1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                 
Revenues:
Expedited freight services:
  Domestic U.S.                                            $   142,506       133,430        405,238        389,712
  International                                                175,516       179,281        517,692        509,526
- ------------------------------------------------------------------------------------------------------------------
Total expedited freight services                           $   318,022       312,711        922,930        899,238
Customs clearances                                              34,496        32,308        100,473         80,592
Ocean and other (a)                                             25,138        20,774         69,614         51,857
- ------------------------------------------------------------------------------------------------------------------
Total revenues                                             $   377,656       365,793      1,093,017      1,031,687
- ------------------------------------------------------------------------------------------------------------------
Operating profit:
  Domestic U.S.                                            $    11,783         8,781         25,520         20,261
  International                                                  8,683         8,668         19,959         19,652
- ------------------------------------------------------------------------------------------------------------------
Total operating profit                                     $    20,466        17,449         45,479         39,913
- ------------------------------------------------------------------------------------------------------------------
Depreciation and amortization                              $     5,143         4,957         15,957         14,659
- ------------------------------------------------------------------------------------------------------------------
Cash capital expenditures                                  $    10,495         6,299         25,609         19,799
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services shipment growth rate (b)              (0.5%)         8.2%           2.8%           5.8%

Expedited freight services weight growth rate (b):
  Domestic U.S.                                                   6.7%         (4.3%)          5.0%          (4.2%)
  International                                                  (1.7%)        31.9%           4.5%          30.6%
  Worldwide                                                       2.2%         12.1%           4.7%          11.5%

Expedited freight services weight (million pounds)               362.0         354.0        1,059.2        1,011.3
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services shipments (thousands)                 1,294         1,300          3,914          3,808
- ------------------------------------------------------------------------------------------------------------------
Expedited freight services average:
  Yield (revenue per pound)                                $      .879          .883           .871           .889
  Revenue per shipment                                     $       246           241            236            236
  Weight per shipment (pounds)                                     280           272            271            266
- ------------------------------------------------------------------------------------------------------------------

(a) Primarily international ocean freight.
(b) Compared to the same period in the prior year.

                                       --
                                       40

Burlington's third quarter worldwide operating profit amounted to $20.5 million,
an increase of $3.0 million  (17%) from the level  reported in the third quarter
of 1995.  Worldwide  revenues  increased  by 3% to $377.7  million  from  $365.8
million in the 1995 quarter.  The $11.9 million  growth in revenues  principally
reflects a 2% increase in worldwide  expedited  freight services pounds shipped,
which  reached  362.0  million  pounds in the third  quarter of 1996,  and a 12%
increase in other revenues  (primarily  customs clearance and ocean).  Worldwide
expenses amounted to $357.2 million,  $8.8 million (3%) higher than in the third
quarter of 1995.

Domestic  expedited  freight services revenue of $142.5 million was $9.1 million
(7%) higher than the prior year quarter.  Domestic operating profit increased to
$11.8  million in the third  quarter of 1996 from $8.8 million in the prior year
quarter.  Operating  profit  benefited from stable pricing and higher volumes in
the aerospace,  electronics and consumer products segments,  partially offset by
declines in the  automotive  sector.  Domestic  average  yields  continued to be
modestly higher than the levels of late 1995 and early 1996. During the quarter,
Burlington  benefited  from the  initiation in mid September of a 4.2(cents) per
pound surcharge on domestic  shipments.  This surcharge is designed to partially
offset  some  of  the  cost  increases   experienced  by  Burlington's  domestic
operations during 1996. These costs include the reimposition of a Federal Excise
Tax on  air  cargo,  higher  jet  fuel  prices,  a  Federal  Fuel  Tax  and  new
FAA-mandated security and maintenance requirements.

International  expedited freight services revenue of $175.5 million in the third
quarter  decreased  slightly from the $179.3 million  reported in the comparable
quarter in 1995. Revenues from other activities, primarily international,  which
include  transactions  such as import related  services as well as ocean freight
services,  increased  12%  or  $6.6  million  to  $59.6  million.  International
operating  profit  amounted  to $8.7  million  in the  third  quarter  of  1996,
unchanged  from the  1995  quarter.  International  expedited  freight  services
pricing  slightly  decreased  from the third  quarter of 1995 as overseas  price
weakness was only partially offset by improvement in U.S. export pricing.

Burlington's  worldwide  operating profit amounted to $45.5 million in the first
nine months of 1996, an increase of $5.6 million  (14%) from the level  reported
in the first nine months of 1995. Worldwide revenues increased by 6% to $1,093.0
million from $1,031.7 million in the 1995 nine months.  The $61.3 million growth
in revenues  principally  reflects a 5% increase in worldwide  expedited freight
services pounds shipped, reaching 1,059.2 million pounds in the third quarter of
1996,  and a 28% increase in other  revenues  (primarily  customs  clearance and
ocean),  partially  offset  by a 2%  decline  in the  worldwide  average  yield.
Worldwide expenses amounted to $1,047.5 million,  $55.7 million (6%) higher than
in the first nine months of 1995.

Domestic  expedited freight services revenue of $405.2 million in the first nine
months  of 1996 was $15.5  million  (4%)  higher  than the  prior  year  period.
Domestic operating profit increased to $25.5 million in the first nine months of
1996 from $20.3 million in the prior year period.  The higher  operating  profit
reflected  higher  volume,  lower average  transportation  costs,  primarily the
benefit of reduced  Federal Excise Tax  liabilities for the first nine months of
the year,  partially  offset by lower average yields and higher fuel costs.  The
lower  domestic  average yield for the first nine months of 1996 versus the same
1995  period was due to lower  average  pricing  and sales mix for  Burlington's
overnight service.

International  expedited freight services revenue of $517.7 million in the first
nine months of 1996  represented  an $8.2 million (2%)  increase over the $509.5
million  reported  in  the  comparable  period  in  1995.  Revenues  from  other
activities  increased  28% or $37.6  million  to $170.1  million.  International
operating  profit  amounted to $20.0 million in the first nine months of 1996, a
2% increase from the first nine months of 1995, principally due to a 5% increase
in international expedited freight service weight shipped, increased margin from
import  services  and ocean  freight  and lower  average  transportation  costs,
partially offset by lower average yields.

Foreign Operations
- ------------------
A portion of the Burlington Group's financial results is derived from activities
in several  foreign  countries,  each with a local  currency other than the U.S.
dollar. Since the financial results of the Burlington Group are reported in U.S.
dollars,  they are  affected by the changes in the value of the various  foreign
currencies in relation to the U.S. dollar. The Burlington Group's  international
activity is not concentrated in any single  currency,  which limits the risks of
foreign  currency  rate  fluctuations.   In  addition,   foreign  currency  rate
fluctuations  may  adversely  affect   transactions  which  are  denominated  in
currencies  other than the functional  currency.  The Burlington Group routinely
enters into such transactions in the normal course of its business. Although the
diversity  of its  foreign  operations  limits  the risks  associated  with such

                                       --
                                       41

transactions,  the Burlington Group uses foreign  exchange forward  contracts to
hedge the risks associated with certain  transactions  denominated in currencies
other than the functional currency.  Realized and unrealized gains and losses on
these contracts are deferred and recognized as part of the specific  transaction
hedged. In addition,  cumulative translation  adjustments relating to operations
in  countries  with highly  inflationary  economies  are included in net income,
along with all  transaction  gains or losses for the  period.  A  subsidiary  in
Brazil operates in such a highly inflationary economy.

Additionally,  the  Burlington  Group  is  subject  to other  risks  customarily
associated  with  doing  business  in  foreign  countries,   including  economic
conditions,  controls on repatriation of earnings and capital,  nationalization,
expropriation and other forms of restrictive  action by local  governments.  The
future  effects,  if any,  of such  risks  on the  Burlington  Group  cannot  be
predicted.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has been  allocated  to the  Burlington  Group based on
utilization  and other methods and criteria  which  management  believes to be a
reasonable and equitable  estimate of the costs  attributable  to the Burlington
Group.  These  allocations  were $2.6  million  and $1.1  million  for the third
quarter of 1996 and 1995,  respectively,  and $5.9  million and $3.5 million for
the first nine months of 1996 and 1995, respectively.

The  Company's  corporate  office was  relocated  to Richmond,  Virginia  during
September  1996.  The  costs of this  move for the  first  nine  months of 1996,
including  moving  expenses,  employee  relocation,  severance pay and temporary
employee costs,  amounted to $2.9 million.  Approximately  $1.0 million of these
costs were attributed to the Burlington Group.

Other Income (Expense), Net
- ---------------------------
Other net expense for the third quarter of 1996  increased  $0.3 million to $0.6
million as compared to the third  quarter of 1995.  For the first nine months of
1996  other net  expense  increased  by $1.0  million  to a net  expense of $1.9
million from $0.9  million for the first nine months of 1995.  Other net expense
in the first  nine  months of 1996  included  a loss for the  termination  of an
overseas sublease agreement at Burlington.

Income Taxes
- ------------
The third  quarter of 1995  reflected  a lower than  normal  quarterly  tax rate
required to adjust to the effective nine month tax rate.

FINANCIAL CONDITION
- -------------------

A portion of the Company's  corporate assets and liabilities has been attributed
to the Burlington Group based upon utilization of the shared services from which
assets and liabilities are generated,  which management believes to be equitable
and a reasonable estimate.

Cash Provided by Operations
- ---------------------------
Cash  provided  by  operating  activities  during the first nine  months of 1996
totaled  $33.9  million  compared with $13.2 million in the first nine months of
1995. The increase in cash generated occurred  principally as a result of higher
noncash charges and a reduction in funding requirements for operating assets and
liabilities.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  nine  months of 1996  totaled  $27.5
million,  $25.7  million of which was spent by  Burlington  and $1.8  million of
which was allocated to the Burlington Group for corporate expenditures primarily
relating to the purchase of the Company's new corporate office building. For the
full year 1996,  capital  expenditures are projected to be between $45.0 million
and $50.0 million.  The foregoing  amounts exclude  equipment  expenditures that
have been or are expected to be financed  through capital and operating  leases,
and any  acquisition  expenditures.  These  expenditures  will be primarily  for
maintenance and replacement,  when necessary,  of current  business  operations,
including information systems and, to a lesser extent, for business expansion.

                                       --
                                       42

Other Investing Activities
- --------------------------
Other  investing  activities  required  $7.0  million of cash  compared  to cash
requirements  of $10.0  million in the 1995 nine month  period.  Aircraft  heavy
maintenance  outlays  were  $15.2  million  and $11.4  million in the first nine
months of 1996 and 1995, respectively. Cash proceeds from the disposal of assets
increased by $5.7 million compared to the prior year period.

Financing
- ---------
The Burlington Group intends to fund its capital expenditure requirements during
the remainder of 1996 with anticipated cash flows from operating  activities and
through operating leases if the latter are financially  attractive.  Shortfalls,
if any, will be financed through the Company's  revolving  credit  agreements or
other borrowing  arrangements or repayments from the Minerals Group. The Company
has a $350 million  revolving  credit  agreement  with a syndicate of banks (the
"Facility").  The  Facility  includes a $100  million term loan and also permits
additional  borrowings,  repayments,  and  reborrowings of up to an aggregate of
$250 million.  During the second  quarter of 1996, the maturity date of both the
term loan and revolving  credit  portion of the Facility was extended to May 31,
2001. Of the total  outstanding  under the Facility at September 30, 1996,  none
was attributed to the Burlington Group.

Debt
- ----
Outstanding  debt totaled  $62.3  million at September  30, 1996, an increase of
$1.4 million from the $60.8 million reported at December 31, 1995.

Related Party Transactions
- --------------------------
At September 30, 1996,  under an interest  bearing  borrowing  arrangement,  the
Minerals Group owed the Burlington Group $19.4 million,  a $0.5 million decrease
from the $19.9 million owed at December 31, 1995.

At September 30, 1996, in accordance  with the Company's tax allocation  policy,
the Burlington  Group owed the Minerals Group $20.1 million for tax benefits,  a
decrease of $1.9  million from the $22.0  million owed at December 31, 1995.  Of
the total amount of tax benefits owed the Minerals  Group at September 30, 1996,
$14.0 million is expected to be paid within one year.

Capitalization
- --------------
On January 18, 1996, the  shareholders of the Company approved the Brink's Stock
Proposal,  resulting in the modification of the capital structure of the Company
to  include an  additional  class of common  stock.  The  outstanding  shares of
Pittston  Services Group Common Stock  ("Services  Stock") were  redesignated as
Pittston  Brink's  Group Common  Stock  ("Brink's  Stock") on a  share-for-share
basis,  and a new class of common stock,  designated as  Burlington  Stock,  was
distributed on the basis of one-half share of Burlington Stock for each share of
Services Stock  previously  held by  shareholders of record on January 19, 1996.
The Brink's Group consists of the Brink's and BHS operations of the Company. The
Burlington  Group  consists of the  Burlington  operations  of the Company.  The
Minerals  Group  consists of the Coal and  Mineral  Ventures  operations  of the
Company.  The  approval  of the  Brink's  Stock  Proposal  did not result in any
transfer of assets and  liabilities  of the Company or any of its  subsidiaries.
The Company prepares separate financial statements for the Minerals, Brink's and
Burlington  Groups in  addition to  consolidated  financial  information  of the
Company.

Brink's  Stock,  Burlington  Stock and the Pittston  Minerals Group Common Stock
("Minerals   Stock")  were  designed  to  provide   shareholders  with  separate
securities reflecting the performance of the Brink's Group, Burlington Group and
Minerals Group,  respectively,  without  diminishing the benefits of remaining a
single  corporation  or  precluding  future  transactions  affecting  any of the
Groups.

                                       --
                                       43

The  redesignation  of the  Company's  Services  Stock as Brink's  Stock and the
distribution  of  Burlington  Stock as a result of the  approval  of the Brink's
Stock  Proposal  and the  distribution  of  Minerals  Stock  in July  1993  (the
"Services  Stock  Proposal")  did not  result  in any  transfer  of  assets  and
liabilities  of the  Company  or any of its  subsidiaries.  Holders of all three
classes  of  stock  are  shareholders  of the  Company,  which  continues  to be
responsible for all its liabilities. Therefore, financial developments affecting
the Brink's Group,  the  Burlington  Group or the Minerals Group that affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of all three Groups. The changes in the capital structure of
the Company had no effect on the Company's total capital,  except as to expenses
incurred in the execution of the Brink's Stock  Proposal.  Since the approval of
the  Brink's   Stock   Proposal  and  the  earlier   Service   Stock   Proposal,
capitalization of the Company has been affected by the share activity related to
each of the classes of common stock.

In November 1995, the Board authorized,  subject to shareholder  approval of the
Brink's Stock Proposal,  a revised share repurchase program which allows for the
purchase,  from  time to time,  of up to  1,500,000  shares  of  Brink's  Stock,
1,500,000 shares of Burlington Stock and 1,000,000 shares of Minerals stock, not
to exceed an aggregate  purchase  price of $45.0  million.  As of September  30,
1996,  20,300  shares of  Burlington  Stock at a total cost of $0.4 million have
been purchased under the program. Between October 1, 1996 and November 11, 1996,
the Company  purchased 47,600 shares of Burlington Stock at a total cost of $0.9
million.

In 1994,  the  Board  authorized  the  purchase  from  time to time of up to $15
million of the Company's  Series C Cumulative  Convertible  preferred  stock. In
November  1995, the Board  authorized an increase in the remaining  authority to
$15 million.  No share  purchases were made in 1995  subsequent to the increased
authorization.  During  the third  quarter  and first nine  months of 1996,  the
Company  purchased  10,320  and  20,920  shares,  respectively,  of its Series C
Cumulative  Convertible  preferred  stock a total cost of $3.9 and $7.9 million,
respectively.

Dividends
- ---------
The Board  intends to declare and pay  dividends  on  Burlington  Stock based on
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Burlington Group.  Since the Company remains subject to Virginia law limitations
on  dividends  and to dividend  restrictions  in its public debt and bank credit
agreements,  financial  developments  of the Minerals Group or the Brink's Group
could affect the Company's ability to pay dividends in respect of stock relating
to the Burlington Group.

During the first nine months of 1996 the Board  declared and paid cash dividends
of 18 cents per share of Burlington Stock. During the first nine months of 1995,
the Board  declared and the Company paid cash dividends of 15 cents per share of
Services  Stock of which 16.2 cents per share was  attributed to the  Burlington
Stock after taking into account the one-half  share  distribution  of Burlington
Stock for each Services Stock share.

The  Company  pays an annual  cumulative  dividend  on its  Series C  Cumulative
Convertible  preferred stock of $31.25 per share payable quarterly,  in cash, in
arrears, out of all funds of the Company legally available when, and if declared
by the Board of Directors of the  Company.  Such stock also bears a  liquidation
preference  of $500 per  share,  plus an  amount  equal to  accrued  and  unpaid
dividends thereon. In the first nine months of 1996 and 1995,  dividends paid on
the Series C Cumulative  Convertible  preferred stock were $2.9 million and $3.3
million, respectively.

                                       --
                                       44

                                              Pittston Minerals Group
                                                  BALANCE SHEETS
                                                  (In thousands)

                                                                                  September 30,       December 31,
                                                                                           1996               1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                       
                                                                                    (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents                                                           $     4,531              4,999
Short-term investments, at lower of cost or market                                            -             26,046
Accounts receivable (net of estimated amount uncollectible:
  1996 - $1,532; 1995 - $1,946)                                                          80,527             87,775
Inventories, at lower of cost or market:
  Coal                                                                                   32,554             37,329
  Other                                                                                   4,154              4,591
- ------------------------------------------------------------------------------------------------------------------
                                                                                         36,708             41,920
Prepaid expenses                                                                          6,764              7,573
Deferred income taxes                                                                    28,921             30,677
- ------------------------------------------------------------------------------------------------------------------
Total current assets                                                                    157,451            198,990

Property, plant and equipment, at cost (net of accumulated depreciation,
  depletion and amortization: 1996 - $157,699; 1995 - $166,653)                         176,906            199,344
Deferred pension assets                                                                  80,653             79,393
Deferred income taxes                                                                    67,530             80,699
Coal supply contracts                                                                    55,350             63,455
Intangibles, net of amortization                                                        111,855            117,551
Receivable - Pittston Brink's Group                                                       6,967              7,844
Receivable - Pittston Burlington Group                                                    6,143              8,029
Other assets                                                                             46,441             43,304
- ------------------------------------------------------------------------------------------------------------------
Total assets                                                                        $   709,296            798,609
- ------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term bank borrowings                                                          $         -                 24
Current maturities of long-term debt                                                        161              1,199
Accounts payable                                                                         57,430             70,214
Payable - Pittston Brink's Group                                                          5,356              3,945
Payable - Pittston Burlington Group                                                       1,782              5,910
Accrued liabilities                                                                     121,165            138,384
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                               185,894            219,676

Long-term debt, less current maturities                                                 116,752            100,791
Postretirement benefits other than pensions                                             218,075            213,707
Workers' compensation and other claims                                                  105,449            114,602
Reclamation                                                                              43,642             47,126
Other liabilities                                                                        51,805            111,386
Shareholders' equity                                                                    (12,321)            (8,679)
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                          $   709,296            798,609
- ------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       45

                             Pittston Minerals Group
                            STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                                                            Three Months                  Nine Months
                                                                           Ended September 30           Ended September 30
                                                                          1996           1995           1996          1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Net sales                                                           $  177,195        177,702        522,715       557,653
- --------------------------------------------------------------------------------------------------------------------------
Cost and expenses:
Cost of sales                                                          167,907        167,261        531,128       542,061
Restructuring and other charges, including litigation accrual                -              -        (35,650)            -
Selling, general and administrative expenses                             8,275          8,182         27,332        25,102
- --------------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                               176,182        175,443        522,810       567,163
- --------------------------------------------------------------------------------------------------------------------------
Other operating income                                                   1,812          3,259         11,298        19,999
- --------------------------------------------------------------------------------------------------------------------------
Operating profit                                                         2,825          5,518         11,203        10,489
Interest income                                                            187            178            507           372
Interest expense                                                        (2,694)        (2,693)        (8,315)       (7,778)
Other expense, net                                                        (449)          (219)        (1,339)         (649)
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                         (131)         2,784          2,056         2,434
Credit for income taxes                                                 (2,629)        (1,678)        (6,106)       (7,132)
- --------------------------------------------------------------------------------------------------------------------------
Net income                                                               2,498          4,462          8,162         9,566
Preferred stock dividends, net                                             146           (521)          (773)       (1,697)
- --------------------------------------------------------------------------------------------------------------------------
Net income attributed to common shares                              $    2,644          3,941          7,389         7,869
- --------------------------------------------------------------------------------------------------------------------------
Per common share:
Net income
  Primary                                                           $      .33            .51            .94          1.01
  Fully diluted                                                     $      .25            .45            .82           .96
- --------------------------------------------------------------------------------------------------------------------------
Cash dividends                                                      $    .1625          .1625          .4875         .4875
- --------------------------------------------------------------------------------------------------------------------------
Average common shares outstanding
  Primary                                                                7,926          7,804          7,872         7,781
  Fully diluted                                                          9,819          9,964          9,920        10,013
- --------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       46

                             Pittston Minerals Group
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                                                            Nine months Ended September 30
                                                                                                        1996          1995
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                               
Cash flows from operating activities:
Net income                                                                                        $    8,162         9,566
Adjustments to reconcile net income to net cash provided by operating activities:
  Noncash charges and other write-offs                                                                24,259             -
  Depreciation, depletion and amortization                                                            27,674        31,747
  Provision for deferred income taxes                                                                 15,130        11,185
  Credit for pensions, noncurrent                                                                     (1,261)       (2,635)
  Provision for uncollectible accounts receivable                                                        251           100
  Equity in earnings of unconsolidated affiliates, net of dividends received                            (222)           15
  Other operating, net                                                                                  (754)       (3,054)
  Change in operating assets and liabilities net of effects of acquisitions and dispositions:
    Decrease in accounts receivable                                                                    3,743        17,308
    Decrease (increase) in inventories                                                                 5,211       (12,235)
    Decrease in prepaid expenses                                                                          76         1,618
    Decrease in accounts payable and accrued liabilities                                              (7,210)       (7,813)
    (Increase) decrease in other assets                                                               (3,348)        1,426
    Decrease in other liabilities                                                                    (48,559)      (18,909)
    Decrease in workers' compensation and other claims, noncurrent                                    (9,153)      (14,456)
    Other, net                                                                                           254           118
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                             14,253        13,981
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                                           (17,662)      (14,590)
Proceeds from disposal of property, plant and equipment                                                3,719        16,112
Acquisitions, net of cash acquired, and related contingent payments                                     (746)       (1,078)
Other, net                                                                                             2,885           220
- --------------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by investing activities                                                     (11,804)          664
- --------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                                     15,615             -
Reductions of debt                                                                                    (1,233)       (9,114)
Payments (to) from - Brink's Group                                                                    (2,163)        9,936
Payments to - Burlington Group                                                                          (554)       (3,746)
Repurchase of stock                                                                                   (7,896)       (7,171)
Proceeds from exercise of stock options                                                                    9         1,202
Proceeds from stock purchased by benefit plans                                                           163           177
Dividends paid                                                                                        (6,858)       (7,348)
- --------------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                                                 (2,917)      (16,064)
- --------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                                               (468)       (1,419)
Cash and cash equivalents at beginning of period                                                       4,999         3,708
- --------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                        $    4,531         2,289
- --------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       --
                                       47

                             Pittston Minerals Group
                          NOTES TO FINANCIAL STATEMENTS
                    (In thousands, except per share amounts)
                                   (Unaudited)

(1)  The financial  statements  of the Pittston  Minerals  Group (the  "Minerals
     Group") include the balance sheets, results of operations and cash flows of
     Coal  and  Mineral  Ventures   operations  of  The  Pittston  Company  (the
     "Company"), and a portion of the Company's corporate assets and liabilities
     and  related   transactions  which  are  not  separately   identified  with
     operations of a specific segment. The Minerals Group's financial statements
     are  prepared  using the  amounts  included in the  Company's  consolidated
     financial  statements.  Corporate  allocations reflected in these financial
     statements are determined based upon methods which  management  believes to
     be a reasonable and equitable allocation of such expenses and credits.

     The  Company  provides  holders of Pittston  Minerals  Group  Common  Stock
     ("Minerals  Stock")  separate  financial  statements,   financial  reviews,
     descriptions  of business and other relevant  information  for the Minerals
     Group in addition to  consolidated  financial  information  of the Company.
     Holders of Minerals Stock are shareholders of the Company,  which continues
     to  be  responsible   for  all  its   liabilities.   Therefore,   financial
     developments  affecting the Minerals Group, the Pittston Brink's Group (the
     "Brink's Group") or the Pittston  Burlington Group (the "Burlington Group")
     that affect the Company's  financial  condition could affect the results of
     operations and financial  condition of all three Groups.  Accordingly,  the
     Company's  consolidated  financial  statements  must be read in conjunction
     with the Minerals Group's financial statements.

(2)  Depreciation,  depletion and amortization of property,  plant and equipment
     in the third quarter and nine month periods of 1996 and 1995 totaled $5,873
     ($6,211 in 1995) and $17,058 ($18,858 in 1995), respectively.

(3)  Cash payments made for interest and income taxes (net of refunds  received)
     were as follows:

                                                 Third quarter                Nine months
                                               1996         1995            1996        1995
- --------------------------------------------------------------------------------------------
                                                                           
Interest                                  $   2,263        2,486           8,253       7,658
- --------------------------------------------------------------------------------------------
Income taxes                              $  (7,999)      (4,286)        (23,923)    (16,533)
- --------------------------------------------------------------------------------------------

     During the nine month period  ended  September  30, 1996 and 1995,  capital
     lease obligations of $494 and $52,  respectively,  were incurred for leases
     of property, plant and equipment.

     In June 1995, the Company sold its rights under certain coal reserve leases
     and the related equipment for $2,800 in cash and notes totaling $2,882. The
     cash  proceeds  have been  included in the  Consolidated  Statement of Cash
     Flows as "Cash flows from investing  activities:  Proceeds from disposal of
     property, plant and equipment".

     In March 1995,  the Minerals  Group sold surplus coal  reserves for cash of
     $2,878  and a note  receivable  of  $2,317.  The cash  proceeds  have  been
     included  in the  Statement  of Cash Flows as "Cash  flows  from  investing
     activities: Proceeds from disposal of property, plant and equipment".

(4)  In 1988,  the  trustees of certain  pension  and  benefit  trust funds (the
     "Trust Funds") established under collective  bargaining agreements with the
     United Mine Workers of America  ("UMWA")  brought an action (the "Evergreen
     Case") against the Company and a number of its coal subsidiaries,  claiming
     that the  defendants  were  obligated to  contribute to such Trust Funds in
     accordance  with  the  provisions  of  the  1988  and  subsequent  National
     Bituminous  Coal Wage  Agreements,  to which neither the Company nor any of
     its subsidiaries was a signatory.

                                       --
                                       48

     In late March 1996, a settlement was reached in the Evergreen  Case.  Under
     the  terms  of  the  settlement,  the  coal  subsidiaries  which  had  been
     signatories to earlier National  Bituminous Coal Wage Agreements  agreed to
     make  various  lump  sum  payments  in  full  satisfaction  of all  amounts
     allegedly due to the Trust Funds through  January 31, 1996, to be paid over
     time as follows: $25,845 upon dismissal of the Evergreen Case in March 1996
     and the remainder of $24,000 in  installments  of $7,000 in August 1996 and
     $8,500 in each of 1997 and 1998.  The first  payment  was  entirely  funded
     through an escrow account previously established by the Minerals Group. The
     amount  previously   escrowed  and  accrued  was  included  in  "Short-term
     investments"  and "Accrued  liabilities"  on the Minerals  Group's  balance
     sheet.  The second  payment of $7,000 was paid in the third quarter of 1996
     and was funded through cash provided by operating activities.  In addition,
     the coal  subsidiaries  agreed  to  future  participation  in the UMWA 1974
     Pension Plan. Separate lawsuits against each of the UMWA and the Bituminous
     Coal Operators Association, previously reported, have also been dismissed.

     As a result  of the  settlement  of these  cases at an  amount  lower  than
     previously accrued in 1993, the Minerals Group recorded a pretax benefit of
     $35,650  ($23,173  after tax) in the first quarter of 1996 in its financial
     statements.

(5)  As of January 1, 1996,  the Minerals  Group  implemented  a new  accounting
     standard,  Statement of Financial  Accounting  Standards  ("SFAS") No. 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to Be  Disposed  Of".  SFAS No.  121  requires  companies  to review
     long-lived assets and certain identifiable  intangibles to be held and used
     by an  entity  for  impairment  whenever  circumstances  indicate  that the
     carrying amount of an asset may not be recoverable.

     In accordance  with SFAS No. 121, the Minerals Group grouped its long-lived
     assets at the lowest level for which there are identifiable cash flows that
     are independent of the cash flows of other groups of assets, and determined
     the  recoverability  of such assets by  comparing  the sum of the  expected
     undiscounted  future cash flows with the carrying amount of the assets. The
     impact of adopting  SFAS No. 121 resulted in a pretax charge to earnings as
     of January 1, 1996 for the  Minerals  Group's  Coal  operations  of $27,839
     ($18,095  after tax),  of which  $24,203 was  included in cost of sales and
     $3,636 was included in selling, general and administrative expenses. Assets
     for which the impairment loss was recognized  consisted of property,  plant
     and  equipment,  advanced  royalties and goodwill.  These assets  primarily
     related  to  mines  scheduled  for  closure  in the  near  term  and  idled
     facilities and related equipment. Based on current mining plans, geological
     conditions,  and  current  assumptions  related to future  realization  and
     costs, the sum of the expected undiscounted future cash flows was less than
     the carrying amount of the assets, and accordingly,  an impairment loss was
     recognized.  The loss was  calculated  based on the excess of the  carrying
     value of the assets over the present  value of  estimated  expected  future
     cash flows, using a discount rate commensurate with the risks involved.

(6)  During the quarter and nine months ended  September  30, 1996,  the Company
     purchased  10,320  and  20,920  shares,  respectively,   of  its  Series  C
     Cumulative Convertible Preferred Stock. Preferred dividends included on the
     statement of operations for the quarter and nine months ended September 30,
     1996,  are net of $1,020 and $2,120,  respectively,  which is the excess of
     the carrying amount of the preferred stock over the cash paid to holders of
     the preferred stock. During the quarter and nine months ended September 30,
     1995, the Company purchased 3,700 and 16,370 shares,  respectively,  of its
     preferred stock.  Preferred  dividends for the third quarter and first nine
     months  of 1995 are net of $535 and  $1,579,  respectively,  which  was the
     excess of the carrying  amount of the preferred stock over the cash paid to
     holders of the preferred stock.

                                       --
                                       49

(7)  Certain prior period amounts have been  reclassified  to conform to current
     period financial statement presentation.

(8)  All  adjustments  have been made which are, in the  opinion of  management,
     necessary for a fair  presentation of results of operations for the periods
     reported herein. All such adjustments are of a normal recurring nature.

                                       --
                                       50

                             Pittston Minerals Group
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The financial  statements of the Pittston  Minerals Group (the "Minerals Group")
include the balance sheets, results of operations and cash flows of the Coal and
Mineral  Ventures  operations  of The Pittston  Company (the  "Company"),  and a
portion  of  the  Company's   corporate   assets  and  liabilities  and  related
transactions  which are not separately  identified with operations of a specific
segment.  The Minerals  Group's  financial  statements  are  prepared  using the
amounts included in the Company's consolidated  financial statements.  Corporate
allocations  reflected in these financial  statements are determined  based upon
methods which management believes to be an equitable allocation of such expenses
and credits.  The  accounting  policies  applicable  to the  preparation  of the
Minerals Group's  financial  statements may be modified or rescinded at the sole
discretion  of the  Company's  Board of  Directors  (the  "Board")  without  the
approval of the shareholders, although there is no intention to do so.

The Company  provides to holders of the  Pittston  Minerals  Group  Common Stock
("Minerals   Stock")   separate   financial   statements,   financial   reviews,
descriptions  of business and other relevant  information for the Minerals Group
in addition to  consolidated  financial  information of the Company.  Holders of
Minerals  Stock  are  shareholders  of  the  Company,   which  continues  to  be
responsible for all its liabilities. Therefore, financial developments affecting
the Minerals  Group,  the Pittston  Brink's Group (the  "Brink's  Group") or the
Pittston  Burlington  Group (the  "Burlington  Group") that affect the Company's
financial  condition  could  affect the  results  of  operations  and  financial
condition  of  any  of  the  Groups.  Accordingly,  the  Company's  consolidated
financial  statements  must be read in  conjunction  with the  Minerals  Group's
financial statements.

The following  discussion is a summary of the key factors  management  considers
necessary in reviewing the Minerals Group's results of operations, liquidity and
capital  resources.  This  discussion  should  be read in  conjunction  with the
financial statements and related notes of the Company.

                               SEGMENT INFORMATION
                                 (In thousands)

                                                          Three Months                            Nine Months
                                                         Ended September 30                     Ended September 30
                                                       1996            1995                    1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales:
Coal                                             $  172,603         173,985                 507,967        545,255
Mineral Ventures                                      4,592           3,717                  14,748         12,398
- ------------------------------------------------------------------------------------------------------------------
Net sales                                        $  177,195         177,702                 522,715        557,653
- ------------------------------------------------------------------------------------------------------------------
Operating profit (loss):
Coal                                             $    5,393           8,075                  14,960         15,196
Mineral Ventures                                       (324)           (816)                  1,425            675
- ------------------------------------------------------------------------------------------------------------------
Segment operating profit                              5,069           7,259                  16,385         15,871
General corporate expense                            (2,244)         (1,741)                 (5,182)        (5,382)
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                 $    2,825           5,518                  11,203         10,489
- ------------------------------------------------------------------------------------------------------------------

                                       --
                                       51

RESULTS OF OPERATIONS
- ---------------------

In the third  quarter of 1996,  the Minerals  Group  reported net income of $2.5
million or $.33 per common  share ($.25 on a fully  diluted  basis)  compared to
$4.5  million  or $.51 per share  ($.45 on a fully  diluted  basis) in the third
quarter of 1995. Operating profit totaled $2.8 million in the 1996 third quarter
compared to $5.5 million in the prior year  quarter.  Net sales  decreased  $0.5
million (0.3%), compared with the 1995 third quarter. Cost of sales and selling,
general and  administrative  expenses for the 1996 period increased $0.7 million
(0.4%), compared with the same period of 1995. Net income and operating expenses
were impacted by a $0.8 million pre-tax increase in general  corporate  expenses
related to the relocation of the Company's  corporate  headquarters to Richmond,
Virginia.

In the first nine months of 1996, the Minerals Group reported net income of $8.2
million or $.94 per share ($.82 per share on a fully diluted basis), compared to
net income of $9.6 million or $1.01 per share ($.96 per share on a fully diluted
basis) in the first nine months of 1995.  Operating profit totaled $11.2 million
in the first nine months of 1996  compared  with $10.5 million in the first nine
months of the prior year. Net sales during the 1996 nine month period  decreased
$34.9  million (6%) compared to the  corresponding  period in 1995. In the first
nine months of 1996,  operating  profits included two significant  non-recurring
items (related to Coal operations):  a $35.7 million benefit from the settlement
of the  Evergreen  lawsuit at an amount  lower than  previously  accrued  ($23.2
million after tax) and a $27.8 million charge related to the implementation of a
new accounting  standard  regarding the  impairment of long-lived  assets ($18.1
million after tax).

Coal
- ----
The following is a table of selected financial data for the Coal operations on a
comparative basis:

                                                               Three Months                       Nine Months
                                                              Ended September 30                Ended September 30
(In thousands)                                              1996            1995               1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales                                            $   172,603         173,985            507,967        545,255

Cost of sales                                            164,251         164,032            520,367        532,977
Selling, general and administrative                        4,985           5,394             19,366         17,096
Restructuring and other charges,
  including litigation accrual                                 -               -            (35,650)             -
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                 169,236         169,426            504,083        550,073
- ------------------------------------------------------------------------------------------------------------------
Other operating income                                     2,026           3,516             11,076         20,014
- ------------------------------------------------------------------------------------------------------------------
Operating profit                                     $     5,393           8,075             14,960         15,196
- ------------------------------------------------------------------------------------------------------------------
Coal sales (tons):
  Metallurgical                                            1,979           1,950              5,978          6,583
  Utility and industrial                                   3,837           3,943             11,240         12,471
- ------------------------------------------------------------------------------------------------------------------
Total coal sales                                           5,816           5,893             17,218         19,054
- ------------------------------------------------------------------------------------------------------------------
Production/purchased (tons):
  Deep                                                       924             984              2,977          3,025
  Surface                                                  2,764           3,143              8,351         10,272
  Contract                                                   408             459              1,261          1,500
- ------------------------------------------------------------------------------------------------------------------
                                                           4,096           4,586             12,589         14,797
Purchased                                                  1,380           1,289              4,365          4,791
- ------------------------------------------------------------------------------------------------------------------
Total                                                      5,476           5,875             16,954         19,588
- ------------------------------------------------------------------------------------------------------------------

                                       --
                                       52

Coal  operations  generated  an  operating  profit of $5.4  million in the third
quarter of 1996,  compared to $8.1 million  generated in the 1995 third quarter.
Included  in the  current  quarter's  results  is a $0.7  million  reduction  in
expenses  resulting  from the  recently  enacted  Commonwealth  of Virginia  law
providing refundable credits for coal produced in Virginia. The third quarter of
1995  included a pretax  gain of $1.5  million for the  disposition  of highwall
mining equipment.

Coal  operations  had an  operating  profit of $15.0  million  in the first nine
months of 1996  compared to an  operating  profit of $15.2  million in the prior
year  period.  Operating  profit  for the first nine  months of 1996  included a
benefit  from the Virginia  tax credit of $2.4  million,  and a benefit of $35.7
million from the  settlement  of the  Evergreen  lawsuit at an amount lower than
previously accrued in 1993. These benefits were mostly offset by a $27.8 million
charge related to the implementation of a new accounting  standard regarding the
impairment  of  long-lived  assets  (discussed  further  below).  The  charge is
included  in  cost  of  sales  ($24.2   million)   and   selling,   general  and
administrative  expenses  ($3.6  million).  Operating  profit in the first  nine
months of 1995  included  a pretax  gain of $9.8  million  from the sale of coal
assets.

The operating profit of Coal operations,  excluding the effects of the Evergreen
settlement and the implementation of SFAS 121, is analyzed as follows:

                                                               Three Months                       Nine Months
(In thousands,                                                 Ended September 30               Ended September 30
except per ton amounts)                                      1996            1995              1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net coal sales                                        $   170,301         173,032           502,759        543,265
Current production cost of coal sold                      156,027         154,341           471,050        507,519
- ------------------------------------------------------------------------------------------------------------------
Coal margin                                                14,274          18,691            31,709         35,746
Non-coal margin                                               620              33             1,476            339
Other operating income (net)                                2,026           3,516            10,930         20,014
- ------------------------------------------------------------------------------------------------------------------
Margin and other income                                    16,920          22,240            44,115         56,099
- ------------------------------------------------------------------------------------------------------------------
Other costs and expenses:
  Idle equipment and closed mines                             266           3,933               729          8,493
  Inactive employee cost                                    6,275           4,838            20,758         15,314
  General and administrative                                4,986           5,394            15,478         17,096
- ------------------------------------------------------------------------------------------------------------------
Total other costs and expenses                             11,527          14,165            36,965         40,903
- ------------------------------------------------------------------------------------------------------------------
Operating profit (adjusted as stated above)           $     5,393           8,075             7,150         15,196
- ------------------------------------------------------------------------------------------------------------------
Coal margin per ton:
  Realization                                         $     29.28           29.36             29.20          28.51
  Current production cost of coal sold                      26.83           26.19             27.36          26.63
- ------------------------------------------------------------------------------------------------------------------
Coal margin                                           $      2.45            3.17              1.84           1.88
- ------------------------------------------------------------------------------------------------------------------

Sales volume of 5.8 million tons in the 1996 third  quarter was 0.1 million tons
less than the 5.9 million  tons sold in the prior year  quarter.  Third  quarter
steam  coal  sales  which  represent  66% of the  total  volume  of coal  sales,
decreased by 0.1 million tons, to 3.8 million tons.

Total coal margin of $14.3 million for the third  quarter of 1996  represented a
decrease of $4.4 million  from the  comparable  period in 1995.  The decrease in
coal margin  reflects a $.72 per ton (23%)  decrease in the average  coal margin
and a 1% decrease in sales  volume.  Coal margin per ton  decreased to $2.45 per
ton in the current quarter from $3.17 per ton for the comparable 1995 quarter as
a $0.08 per ton (0.3%)  decrease in realization was augmented by a $0.64 per ton
increase in current  production  cost of coal sold.  The decrease in realization
was primarily  attributable  to lower steam coal pricing.  However,  while steam
coal spot pricing remains at low levels,  the majority of Coal operations' steam
coal sales were,  and  continue to be, sold under long term  contracts at prices
which are somewhat  higher than steam coal spot prices.  The current  production
cost of coal  sold  increase  of $0.64  per ton to  $26.83  per ton in the third
quarter of 1996 over the third  quarter of 1995 was due to higher  surface  mine
and  purchased  coal  costs,  partially  offset by lower  company  deep mine and
contract coal costs.

                                       --
                                       53

Production in the 1996 third  quarter  totaled 4.1 million tons, an 11% decrease
compared to the 4.6 million tons produced in the 1995 third quarter. The decline
primarily  reflected  lower  surface  mine  production,   which  was  caused  by
exhaustion  of reserves at certain  mines,  idling of a mine  subsequent  to the
third quarter of 1995 and the sale of Coal  operations'  Ohio  operations at the
end of 1995. Third quarter surface production accounted for 67% and 69% of total
production in 1996 and 1995, respectively. Overall productivity of 38.1 tons per
man day  represented a 3% decrease from 1995 levels as decreases in surface mine
productivity  more than offset  increases  in deep mine  productivity.  The Coal
operations  will  reactivate a coal  preparation  and loading  facility and open
three new underground coal mines in southwest  Virginia.  When in full operation
in early 1997, the mines will produce approximately 1.0 million tons annually of
premium grade  metallurgical  coal.  Based on current reserve  estimates,  it is
anticipated that the mines will have an operating life of six to eight years.

Non-coal  margin in the third quarter of 1996 increased by $0.6 million from the
third quarter of 1995. The increase  reflected the impact of a favorable  change
in natural gas prices.  Other operating  income,  reflecting sales of properties
and equipment and third party  royalties,  amounted to $2.0 million in the third
quarter of 1996,  $1.5 million less than the third  quarter of 1995.  The higher
level of income  recorded in the 1995 third  quarter  reflects  $1.5  million of
income generated from the disposition of highwall mining equipment.

Idle equipment and closed mine costs decreased by $3.7 million in the 1996 third
quarter.  Idle  equipment  expenses  were reduced from the prior year level as a
result of Coal  operations'  improved  equipment  management  program.  Inactive
employee  costs,  which primarily  represent long term employee  liabilities for
pension and retiree  medical cost,  increased by $1.4 million to $6.3 million in
the third  quarter of 1996  primarily due to the use of lower long term interest
rates to calculate the present value of the long term liabilities as compared to
the 1995 period.

Sales  volume  of 17.2  million  tons in the first  nine  months of 1996 was 1.9
million  tons less  than the 19.1  million  tons  sold in the same 1995  period.
Metallurgical  coal sales decreased by 0.6 million tons (9%) to 6.0 million tons
and steam coal sales  decreased  by 1.2 million  tons (10%) to 11.2 million tons
compared to the prior year period. Steam coal sales represented 65% of the total
sales volume for the nine months ended 1996 and 1995.

Total coal margin of $31.7 million for the first nine months of 1996 represented
a decrease of $4.0 million from the  comparable  period in 1995.  The decline in
coal margin  reflects a $0.73 per ton (3%)  increase  in the current  production
cost of coal sold which was partially offset by a $0.69 per ton (2%) increase in
realization.  The  increase in  realization  was mostly due to the timing of the
improved  metallurgical  pricing  for the  contract  year that began in April 1,
1995,  the full effect of which was not  realized  until after the first half of
1995.

The  current  production  cost of coal  sold for the first  nine  months of 1996
increased by $0.73 per ton compared to the prior year period,  as higher company
surface  mine and  purchased  coal  costs  were only  partially  offset by lower
company deep mine and contract coal costs.  Production for the year-to-date 1996
period  totaled 12.6 million  tons, a decrease of 15% from the  comparable  1995
period.  Surface mine  production  accounted for 66% and 69% of the total volume
produced in the 1996 and 1995 periods,  respectively.  Productivity of 37.2 tons
per man day represents a slight decrease from the 1995 period.

Non-coal margin for the first nine months of 1996 increased by $1.1 million from
the first nine  months of 1995  reflecting  higher gas prices.  Other  operating
income, including litigation settlements,  sales of properties and equipment and
third party  royalties,  amounted to $10.9 million in the third quarter of 1996,
$9.1  million  less than the third  quarter of 1995.  The higher level of income
recorded in the 1995 period  reflects $9.8 million  income from the sale of coal
assets.

                                       --
                                       54

Idle equipment and closed mine costs decreased by $7.8 million in the first nine
months of 1996. Idle equipment expenses were reduced from the prior period level
as a result of Coal operations' improved equipment management program.  Inactive
employee  costs,  which primarily  represent long term employee  liabilities for
pension and retiree medical cost,  increased by $5.4 million to $20.8 million in
the first nine  months of 1996.  The  unfavorable  variance is due to the use of
lower long term  interest  rates to calculate the present value of the long term
liabilities in 1996. In addition,  the 1995 nine month results include a benefit
of $2.5 million from a favorable litigation decision.

In 1988,  the  trustees of certain  pension and benefit  trust funds (the "Trust
Funds") established under collective  bargaining agreements with the United Mine
Workers of America ("UMWA") brought an action (the "Evergreen Case") against the
Company and a number of its coal subsidiaries, claiming that the defendants were
obligated to contribute to such Trust Funds in accordance with the provisions of
the 1988 and  subsequent  National  Bituminous  Coal Wage  Agreements,  to which
neither the Company nor any of its subsidiaries was a signatory.

In late March 1996, a settlement  was reached in the Evergreen  Case.  Under the
terms of the settlement,  the coal  subsidiaries  which had been  signatories to
earlier National Bituminous Coal Wage Agreements agreed to make various lump sum
payments in full  satisfaction  of all amounts  allegedly due to the Trust Funds
through  January 31, 1996,  to be paid over time as follows:  $25.8 million upon
dismissal of the Evergreen Case in March 1996 and the remainder of $24.0 million
in  installments of $7.0 million in August 1996 and $8.5 million in each of 1997
and 1998.  The first  payment  was  entirely  funded  through an escrow  account
previously  established  by the Coal  operations.  The  second  payment  of $7.0
million  was paid in the  third  quarter  of 1996 and was  funded  through  cash
provided by operating activities.  In addition,  the coal subsidiaries agreed to
future  participation in the UMWA 1974 Pension Plan.  Separate  lawsuits against
each of the UMWA  and the  Bituminous  Coal  Operators  Association,  previously
reported, have also been dismissed.

As a result of the settlement of these cases at an amount lower than  previously
accrued in 1993,  the Company  recorded a pretax benefit of $35.7 million ($23.2
million  after tax) in the first quarter of 1996 in its  consolidated  financial
statements.

As of  January 1, 1996,  the  Company  implemented  a new  accounting  standard,
Statement of Financial  Accounting  Standards ("SFAS") No. 121,  "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
Of".  SFAS No. 121 requires  companies to review  long-lived  assets and certain
identifiable  intangibles  to be held  and  used  by an  entity  for  impairment
whenever circumstances indicate that the carrying amount for an asset may not be
recoverable.

In accordance  with SFAS No. 121, the Company  grouped its long-lived  assets at
the  lowest  level  for  which  there  are  identifiable  cash  flows  that  are
independent  of the cash flows of other  groups of assets,  and  determined  the
recoverability of such assets by comparing the sum of the expected  undiscounted
future cash flows with the carrying amount of the assets. The impact of adopting
SFAS No. 121  resulted in a pretax  charge to earnings as of January 1, 1996 for
the Company's  Coal  operations of $27.8 million  ($18.1  million after tax), of
which $24.2  million was included in cost of sales and $3.6 million was included
in selling, general and administrative expenses. Assets for which the impairment
loss was  recognized  consisted  of  property,  plant  and  equipment,  advanced
royalties and goodwill.  These assets  primarily  related to mines scheduled for
closure in the near term and idled  facilities and related  equipment.  Based on
current mining plans, geological conditions,  and current assumptions related to
future realization and costs, the sum of the expected  undiscounted  future cash
flows was less than the  carrying  amount of the  assets,  and  accordingly,  an
impairment loss was recognized.  The loss was calculated  based on the excess of
the carrying  value of the assets over the present  value of estimated  expected
future cash flows, using a discount rate commensurate with the risks involved.

                                       --
                                       55

Coal operations  continued cash funding for charges  recorded in prior years for
facility  closure  costs  recorded  as  restructuring  and  other  charges.  The
following table analyzes the changes in liabilities during the first nine months
of 1996 for such costs:

                                                                                  Employee
                                                                    Mine      Termination,
                                                    Leased           and           Medical
                                                 Machinery         Plant               and
                                                       and       Closure         Severance
                                                 Equipment         Costs             Costs          Total
- ---------------------------------------------------------------------------------------------------------
                                                                                          
Balance as of December 31, 1995                   $  1,218        28,983           36,077          66,278
Payments                                               652         4,218            3,369           8,239
- ---------------------------------------------------------------------------------------------------------
Balance as of September 30, 1996                  $    566        24,765           32,708          58,039
- ---------------------------------------------------------------------------------------------------------

In April 1996,  the  Commonwealth  of Virginia  enacted into law the  "Coalfield
Employment Enhancement Tax Credit." The new law, which is effective from January
1, 1996 through  December 31, 2001,  provides  Virginia  coal  producers  with a
refundable credit against taxes imposed by the Commonwealth for coal produced in
Virginia.  The credit  ranges from $.40 per ton for surface coal to $1 to $2 per
ton of  underground  coal mined,  depending  upon seam  thickness,  with certain
modifications  to the surface and deep mined  credit  rates based on  employment
levels. The credit can be utilized under a predetermined schedule beginning with
the 1999 tax year through the 2008 tax year. At current production levels,  Coal
operations estimates it will generate  approximately $4.0 million in tax credits
in 1996 to be realized in future years according to the regulations.

Mineral Ventures
- ----------------
The following is a table of selected  financial  data for Mineral  Ventures on a
comparative basis:

                                                               Three Months                       Nine Months
(Dollars in thousands, except                                Ended September 30                 Ended September 30
per ounce data)                                              1996          1995                1996           1995
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net sales                                               $   4,592         3,717              14,748         12,398

Cost of sales                                               3,657         3,229              10,761          9,084
Selling, general and administrative                         1,045         1,047               2,784          2,624
- ------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                    4,702         4,276              13,545         11,708
Other operating (expense) income, net                        (214)         (257)                222            (15)
- ------------------------------------------------------------------------------------------------------------------
Operating (loss) profit                                 $    (324)         (816)              1,425            675
- ------------------------------------------------------------------------------------------------------------------
Stawell Gold Mine:
Mineral Ventures's 50% direct share:
  Ounces sold                                              10,775         8,737              35,375         30,229
  Ounces produced                                          10,756         8,918              34,738         30,206
- ------------------------------------------------------------------------------------------------------------------
Average per ounce sold (US$):
  Realization                                           $     424           413                 415            405
  Cash cost                                             $     321           293                 289            358
- ------------------------------------------------------------------------------------------------------------------

The operating loss from Mineral Ventures' operations, primarily a 67% direct and
indirect  interest  in the  Stawell  gold mine in western  Victoria,  Australia,
amounted to $0.3 million in the third quarter,  compared to an operating loss of
$0.8 million in the third  quarter of 1995.  This  reduction  in operating  loss
reflects a 23% increase in ounces sold,  higher  realized  gold prices per ounce
sold, partially offset by 10% higher costs than the prior year period. Operating
costs in the 1996 third  quarter  were  negatively  impacted  by four  lost-time
accidents,  two  late  in  the  second  quarter,  that  resulted  in  production

                                       --
                                       56

shortfalls  and higher  operating cost as compared to the first half of 1996 and
the 1995 third quarter.  In the third quarter of 1995, costs and production were
negatively impacted by adverse geological  conditions.  Operating profit for the
first nine months  increased  $0.7 million to $1.4  million from the  comparable
period in 1995 as volume, price and cost all improved from the prior year.

During  the second  quarter,  the  Australian  joint  venture  in which  Mineral
Ventures owns a 34% direct  interest,  formally  announced  that the Silver Swan
nickel deposit in Australia (50% owned by the Australian  joint venture) will be
developed  as an  underground  mine with  production  expected  to  commence  in
mid-1997.  As of September 30, 1996, the main  production  shaft has reached 809
meters.  In  addition,  exploration  drilling  has  indicated  the presence of a
previously  unknown  area of high  grade  mineralization  (approximately  8 -10%
nickel)  some 100 meters to the south of Silver  Swan and 750  meters  below the
surface.  However,  at this  time,  sufficient  data has not been  developed  to
determine whether this area will be commercially significant.

Other Operating Income
- ----------------------
Other  operating  income for the third quarter of 1996 decreased $1.5 million to
$1.8 million  from $3.3 million in the 1995 third  quarter and in the first nine
months of 1996 decreased $8.7 million to $11.3 million from $20.0 million in the
first nine months of 1995. Other operating income  principally  includes royalty
income and gains and losses from sales of coal  assets.  The 1995 third  quarter
reflects  $1.5  million of income  generated  from the  disposition  of highwall
mining  equipment  and  additionally,  the first nine months of 1995  included a
pretax gain of $8.3 million  related to the  disposition of coal  reserves.  The
first nine  months of 1996  included  $3.0  million  from  favorable  litigation
settlements.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has  been  allocated  to the  Minerals  Group  based on
utilization  and other methods and criteria  which  management  believes to be a
reasonable  and  equitable  estimate of the costs  attributable  to the Minerals
Group.  These  allocations  were $2.2  million  and $1.7  million  for the third
quarter of 1996 and 1995,  respectively,  and $5.2  million and $5.4 million for
the first nine months of 1996 and 1995, respectively.

The  Company's  corporate  office was  relocated  to Richmond,  Virginia  during
September  1996. The costs of this relocation for the first nine months of 1996,
including  moving  expenses,  employee  relocation,  severance pay and temporary
employee costs,  amounted to $2.9 million.  Approximately  $0.9 million of these
costs were attributed to the Minerals Group.

Interest Expense
- ----------------
Interest  expense was $2.7  million in both the third  quarter of 1996 and 1995,
and increased $0.5 million in the first nine months of 1996 to $8.3 million from
$7.8 million in the first nine months of 1995. The increase in interest  expense
in the first nine months of 1996 is the result of higher average debt balances.

Income Taxes
- ------------
Net income in the third  quarter and first nine months of 1996 and 1995 includes
a tax credit which exceeds the amount  calculated based on the statutory federal
income tax rate of 35%  primarily as a result of the tax benefits of  percentage
depletion.

FINANCIAL CONDITION
- -------------------

A portion of the Company's  corporate assets and liabilities has been attributed
to the Minerals Group based upon  utilization of the shared  services from which
assets and liabilities are generated,  which management believes to be equitable
and a reasonable estimate.

                                       --
                                       57

Cash Provided by Operating Activities
- -------------------------------------
Operating  activities  for the first nine months of 1996  provided cash of $14.3
million,  an increase  of $0.3  million  over the 1995  comparable  period.  Net
income,  noncash charges and changes in operating  assets and liabilities in the
first nine months of 1996 were significantly affected by two nonrecurring items,
a benefit  from the  settlement  of the  Evergreen  case at an amount  less than
originally accrued and a charge related to the implementation of SFAS 121. These
items had no effect on cash  generated  by  operations  except  that the  second
settlement  payment of $7.0  million was paid from  operating  cash in the third
quarter.  The initial  payment of $25.8 million  related to the  Evergreen  case
settlement was entirely  funded by an escrow account  previously  established by
the  Company.  The amount  previously  escrowed  and  accrued  was  included  in
"Short-term  investments"  and "Accrued  liabilities"  on the  Minerals  Group's
balance sheet.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first nine months of 1996 and 1995  totaled
$17.7 million and $14.6 million, respectively,  excluding equipment expenditures
that have been or are  expected to be  financed  through  capital and  operating
leases.  In 1996,  Mineral  Ventures and Coal operations  spent $2.0 million and
$14.1  million,  respectively,  and $1.6  million was  allocated to the Minerals
Group for  corporate  expenditures  primarily  related  to the  purchase  of the
Company's  new corporate  office  building.  For the full year of 1996,  capital
expenditures,  excluding  expenditures  that  have  been or are  expected  to be
financed through capital and operating leases, are estimated to be between $25.0
million and $30.0 million.

Other Investing Activities
- --------------------------
All other  investing  activities  in the first nine months of 1996  provided net
cash of $5.9  million,  largely as a result of  proceeds  from the  disposal  of
property, plant and equipment.

Financing
- ---------
The Minerals Group intends to fund its capital  expenditure  requirements during
the  remainder of 1996  primarily  with  anticipated  cash flows from  operating
activities  and  through   operating  and  capital  leases  if  the  latter  are
financially  attractive.  Shortfalls,  if any,  will  be  financed  through  the
Company's   revolving  credit  agreements,   other  borrowing   arrangements  or
borrowings  from the  Brink's  and  Burlington  Groups.  The  Company has a $350
million  revolving credit agreement with a syndicate of banks (the  "Facility").
The  Facility  includes a $100  million  term loan and also  permits  additional
borrowings,  repayments, and reborrowings of up to an aggregate of $250 million.
During the second  quarter of 1996,  the maturity date of both the term loan and
revolving  credit  portion of the Facility  was extended to May 31, 2001.  As of
September 30, 1996,  borrowings of $100 million were outstanding  under the term
loan portion of the Facility and $15.6  million of  additional  borrowings  were
outstanding  under  the  remainder  of the  Facility.  Of the  total  borrowings
outstanding under the Facility, all were attributed to the Minerals Group.

Debt
- ----
Total debt outstanding at September 30, 1996 was $116.9 million,  an increase of
$14.9  million  from  the  year-end  1995  amount.  Borrowings  to fund  capital
expenditures  and net costs  related  to share  activity  during  the first nine
months of 1996 were made under the Company's revolving credit agreements.

Related Party Transactions
- --------------------------
At September  30, 1996,  under  interest  bearing  borrowing  arrangements,  the
Minerals Group owed the Brink's Group $15.8 million,  a decrease of $2.1 million
from the $17.9 million owed at December 31, 1995.  The Minerals  Group also owed
the Burlington Group $19.4 million at the end of the third quarter of 1996, $0.5
million lower than the $19.9 million owed at year-end 1995.

At September 30, 1996, in accordance  with the Company's tax allocation  policy,
the Brink's Group owed the Minerals Group $21.0 million and the Burlington Group
owed the  Minerals  Group  $20.1  million  for tax  benefits.  Payments of $14.0
million from each Group are expected to be made within one year.

                                       --
                                       58

Capitalization
- --------------
On January 18, 1996, the  shareholders of the Company approved the Brink's Stock
Proposal,  resulting in the modification of the capital structure of the Company
to  include an  additional  class of common  stock.  The  outstanding  shares of
Pittston  Services Group Common Stock  ("Services  Stock") were  redesignated as
Pittston  Brink's  Group Common  Stock  ("Brink's  Stock") on a  share-for-share
basis, and a new class of common stock,  designated as Pittston Burlington Group
Common Stock  ("Burlington  Stock"),  was  distributed  on the basis of one-half
share of Burlington  Stock for each share of Services Stock  previously  held by
shareholders  of record on January 19, 1996.  The Brink's Group  consists of the
Brink's and BHS operations of the Company.  The Burlington Group consists of the
Burlington  operations of the Company.  The Minerals  Group consists of the Coal
and Mineral  Ventures  operations  of the  Company.  The approval of the Brink's
Stock  Proposal did not result in any transfer of assets and  liabilities of the
Company or any of its  subsidiaries.  The Company  prepares  separate  financial
statements  for the  Minerals,  Brink's  and  Burlington  Groups in  addition to
consolidated financial information of the Company.

Brink's  Stock,  Burlington  Stock and Minerals  Stock were  designed to provide
shareholders with separate securities  reflecting the performance of the Brink's
Group,  Burlington Group and Minerals Group,  respectively,  without diminishing
the benefits of remaining a single corporation or precluding future transactions
affecting any of the Groups.

The  redesignation  of the  Company's  Services  Stock as Brink's  Stock and the
distribution  of  Burlington  Stock as a result of the  approval  of the Brink's
Stock  Proposal  and the  distribution  of  Minerals  Stock  in July  1993  (the
"Services  Stock  Proposal")  did not  result  in any  transfer  of  assets  and
liabilities  of the  Company  or any of its  subsidiaries.  Holders of all three
classes  of  stock  are  shareholders  of the  Company,  which  continues  to be
responsible for all its liabilities. Therefore, financial developments affecting
the Brink's Group,  the  Burlington  Group or the Minerals Group that affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of all three Groups. The changes in the capital structure of
the Company had no effect on the Company's total capital,  except as to expenses
incurred in the execution of the Brink's Stock  Proposal.  Since the approval of
the  Brink's  Stock   Proposal  and  the  earlier   Services   Stock   Proposal,
capitalization of the Company has been affected by the share activity related to
each of the classes of common stock.

In November 1995, the Board authorized,  subject to shareholder  approval of the
Brink's Stock Proposal,  a revised share repurchase program which allows for the
purchase,  from  time to time,  of up to  1,500,000  shares  of  Brink's  Stock,
1,500,000 shares of Burlington Stock and 1,000,000 shares of Minerals Stock, not
to exceed an aggregate  purchase  price of $45.0  million.  As of September  30,
1996, no shares of Minerals Stock have been purchased under the program. Between
October 1, 1996 and November 11, 1996,  the Company  purchased  47,600 shares of
Burlington Stock at a total cost of $0.9 million.

In 1994,  the  Board  authorized  the  purchase  from  time to time of up to $15
million of the Company's  Series C Cumulative  Convertible  preferred  stock. In
November  1995, the Board  authorized an increase in the remaining  authority to
$15 million.  No share  purchases were made in 1995  subsequent to the increased
authorization.  During  the third  quarter  and first nine  months of 1996,  the
Company  purchased  10,320  and  20,920  shares,  respectively,  of its Series C
Cumulative  Convertible  preferred  stock a total cost of $3.9  million and $7.9
million, respectively.

Dividends
- ---------
The Board  intends to declare and pay  dividends  on Brink's  Stock,  Burlington
Stock and Minerals Stock based on earnings,  financial condition,  cash flow and
business requirements of the each of the Groups, respectively. Since the Company
remains  subject to  Virginia  law  limitations  on  dividends  and to  dividend
restrictions  in  its  public  debt  and  bank  credit   agreements,   financial
developments of one Group could affect the Company's ability to pay dividends in
respect of stock  relating to the other Group.  Dividends on Minerals  Stock are
also limited by the Available Minerals Dividend Amount, which is adjusted by net
income or losses and other  equity  transactions,  as  defined in the  Company's
Articles of Incorporation. At September 30, 1996 the Available Minerals Dividend
Amount was at least $21.4 million.

                                       --
                                       59

During  the  first  nine  months of 1996 and 1995,  the Board  declared  and the
Company  paid  cash  dividends  of 48.75  cents  per  share of  Minerals  Stock.
Dividends  paid on the Series C Cumulative  Convertible  preferred  stock in the
first  nine  months of 1996 and 1995  totaled  $2.9  million  and $3.3  million,
respectively.  Preferred dividends included on the Minerals Group's Statement of
Operations  for the nine months ended  September  30, 1996 and 1995,  are net of
$2.1  million  and $1.6  million,  respectively,  which  was the  excess  of the
carrying  amount of the  preferred  stock  over the cash paid to  holders of the
preferred stock.

                                       --
                                       60

Part II - Other Information

Item 6.    Exhibits and Reports on Form 8-K

(a)  Exhibits:

     Exhibit
     Number

        11     Statement re Computation of
               Per Shares Earnings.

(b)     No reports on Form 8-K were filed during the third quarter of 1996.

                                       --
                                       61

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                       THE PITTSTON COMPANY

November 14, 1996                            By          G. R. Rogliano
                                               ---------------------------------
                                                        (G. R. Rogliano)
                                                      Senior Vice President
                                                  (Duly Authorized Officer and
                                                     Chief Accounting Officer)

                                       --
                                       62

                                                          Exhibit 11

The Pittston Company and Subsidiaries                         
Computation of Earnings Per Common Share      
(In thousands, except per share amounts)

Fully Diluted Earnings Per Common Share:
- ----------------------------------------

                                                                       Three Months                 Nine Months
                                                                      Ended September 30          Ended September 30
                                                                      1996          1995         1996           1995
- --------------------------------------------------------------------------------------------------------------------
                                                                                                     
Pittston Brink's Group:
Net income attributed to common shares                           $  15,841        14,613       41,714         36,124
- --------------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                   38,264        37,916       38,158         37,914
Incremental shares of stock options                                    586           376          590            361
- --------------------------------------------------------------------------------------------------------------------
Pro forma shares outstanding                                        38,850        38,292       38,748         38,275
- --------------------------------------------------------------------------------------------------------------------
Fully diluted earnings per common share:                         $     .41           .38         1.08            .94
- --------------------------------------------------------------------------------------------------------------------
Pittston Burlington Group:
Net income attributed to common shares                           $  10,705        10,524       23,214         22,582
- --------------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                   19,283        18,958       19,161         18,957
Incremental shares of stock options                                    435           188          471            181
- --------------------------------------------------------------------------------------------------------------------
Pro forma common shares outstanding                                 19,718        19,146       19,632         19,138
- --------------------------------------------------------------------------------------------------------------------
Fully diluted earnings per common share                          $     .54           .55         1.18           1.18
- --------------------------------------------------------------------------------------------------------------------
Pittston Minerals Group:
Net income attributed to common shares                           $   2,644         3,941        7,389          7,869
Preferred stock dividends, net                                        (146)          521          773          1,697
- --------------------------------------------------------------------------------------------------------------------
Fully diluted net income attributed to common shares             $   2,498         4,462        8,162          9,566
- --------------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                    7,926         7,804        7,872          7,781
Incremental shares of stock options                                     52            23           52             23
Conversion preferred stock                                           1,841         2,137        1,996          2,209
- --------------------------------------------------------------------------------------------------------------------
Pro forma common shares outstanding                                  9,819         9,964        9,920         10,013
- --------------------------------------------------------------------------------------------------------------------
Fully diluted earnings per common share:                         $     .25           .45 (a)      .82            .96
- --------------------------------------------------------------------------------------------------------------------

(a) Antidilutive, therefore the same as primary.

Primary Earnings Per Share:
- ---------------------------
Primary  earnings per share can be computed from the  information on the face of
the Consolidated Statements of Operations.

 5

This schedule contains summary financial information from The Pittston Company
Form 10Q for the quarterly period ended September 30, 1996, and is qualified in
its entirety by reference to such financial statements.

 1,000

                   9-MOS
                          DEC-31-1996
                               SEP-30-1996
                                          54,623
                                     2,223
                                  404,285
                                    15,986
                                     41,400
                               607,399
                                         975,243
                                 455,500
                               1,788,855
                          570,113
                                        149,967
                                        70,746
                                0
                                      1,154
                                     511,159
                 1,788,855
                                        522,715
                             2,282,369
                                          531,128
                                1,996,867
                               (35,650)
                                 5,314
                              10,533
                                101,632
                                    28,542
                             73,090
                                       0
                                      0
                                            0
                                    73,090
                                        0
                                        0

Pittston Brink's Group - Primary - 1.09
Pittston Burlington Group - Primary - 1.21
Pittston Minerals Group - Primary - .94
Pittston Brink's Group - Diluted - 1.09
Pittston Burlington Group - Diluted - 1.21
Pittston Minerals Group - Diluted - .82