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BRINKS CO Director's Dealing 2005

Mar 3, 2005

31042_dirs_2005-03-03_edae7106-0223-4eaf-9b56-9cfdf49ba68c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BRINKS CO (BCO)
CIK: 0000078890
Period of Report: 2005-03-01

Reporting Person: RITTER ROBERT T (Vice President and CFO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-03-01 Units $ A 35.39 Acquired Common Stock (35.39) Direct
2005-03-02 Units $ A 698.7 Acquired Common Stock (698.7) Direct

Footnotes

F1: Estimation of additional Units representing shares of The Brink's Company Common Stock ("BCO") to be credited to the Reporting Person's account under the Key Employees' Deferred Compensation Program (the "Program") as a result of a dividend payment. The number of additional Units is calculated based on a per share price of $35.07. As of the end of each fiscal year, all estimated amounts in the Reporting Person?s account under the Program are converted into Units representing shares of BCO and credited to the Reporting Person?s account in accordance with the terms of the Program.

F2: The total number of Units owned following the reported transaction is an estimate of the total number of Units representing shares of BCO in the Reporting Person's account under the Program.

F3: Under the terms of the Program, the Reporting Person has chosen to defer a portion of the annual performance award payable to the Reporting Person under the Company?s Management Performance Improvement Plan to an incentive account. The number of Units credited to the Reporting Person?s account on the Transaction Date as a result of that deferral is an estimate that has been calculated based upon a per share price of $35.73. As of the end of each fiscal year, all estimated amounts in the Reporting Person?s account under the Program are converted into Units representing shares of BCO and credited to the Reporting Person?s account in accordance with the terms of the Program.