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================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-K
                                    _______
                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 
FOR THE FISCAL YEAR ENDED                         DECEMBER 26, 1997
                         -------------------------------------------------------
                                      OR
[_]  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:  1-11841

                               PINKERTON'S, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                      13-5318100
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

       15910 VENTURA BOULEVARD, SUITE 900, ENCINO, CALIFORNIA 91436-2810
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 380-8800
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        PREFERRED STOCK PURCHASE RIGHTS
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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 (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.  YES X   NO
                                              ---    ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K.  [X]

THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT ON MARCH 4, 1998 WAS $203,087,746 (EXCLUDING STOCK HELD BY DIRECTORS
AND EXECUTIVE OFFICERS WITHOUT DETERMINING AFFILIATE STATUS).

THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE $.001 PER
SHARE, OUTSTANDING ON MARCH 4, 1998 WAS 12,596,587.

                     DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE REGISTRANT'S 1997 ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 26, 1997 ARE INCORPORATED BY REFERENCE IN PARTS I AND II
HEREOF.  WITH THE EXCEPTION OF THOSE PORTIONS WHICH ARE EXPRESSLY INCORPORATED
BY REFERENCE IN THE ANNUAL REPORT ON FORM 10-K, THE REGISTRANT'S 1997 ANNUAL
REPORT TO STOCKHOLDERS IS NOT DEEMED FILED AS PART OF THIS REPORT.  PORTIONS OF
THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PRIOR TO THE EXPIRATION OF 120 DAYS AFTER DECEMBER 26,
1997, IN CONNECTION WITH THE REGISTRANT'S ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON APRIL 30, 1998, ARE INCORPORATED BY REFERENCE IN PART III HEREOF.

================================================================================
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                                    PART I

ITEM 1.   BUSINESS

GENERAL

Pinkerton's, Inc. (with its consolidated subsidiaries, "Pinkerton" or the
"Company") is one of the world's leading providers of contract security and
security-related services. The Company, which was founded in 1850 by the
original "private eye," Allan Pinkerton, provides uniformed security officer
services to over 80% of the United States "Fortune 1000" companies.  In addition
to security officer services, Pinkerton provides security systems design and
integration services, security consulting, pre-employment background
verification and assessment services, general, undercover and specialized
investigations, and patrol and alarm response services. The Company operates
over 250 offices in the United States, Canada, Latin America, Mexico, Europe and
Asia and has more than 47,000 employees.

Pinkerton is primarily the result of the combination of the businesses of
California Plant Protection, Inc. ("CPP"), founded as a merchant patrol service
in 1947, and Pinkerton's, Inc., founded in 1850 as an investigation service. By
the end of 1987, CPP had grown to become the fourth largest security officer
service company in the United States. CPP acquired Pinkerton in January 1988
from American Brands, Inc. Immediately prior to the acquisition, Pinkerton was
the second largest supplier of security officer services in the United States
and one of the largest national and international investigation companies. As a
consequence of its long and sometimes colorful history, Pinkerton has become one
of the best-known security companies in the world. Immediately after the
acquisition, CPP merged with and into Pinkerton.

In 1997 Pinkerton made further progress towards its strategy of being a world-
class, global security solutions provider. The Company made progress in building
its security systems integration business, a keystone of this strategy, by
acquiring two regional systems integrators another in January 1997. Pinkerton is
now one of the largest independent security systems integrators in the world and
continues to seek acquisitions to build this capability nationwide. In January
1997, the Company acquired WKD Security GmbH, a security service provider in
Germany, and, in June 1997, acquired a 50% interest in Steel S.A., a security
service provider in Santiago, Chile. To broaden the spectrum of services and
products provided by Pinkerton, the Company continued its strategy of forming
strategic alliances with companies having expertise in areas such as electronic
data and computer network security and workplace violence and crisis. During
1997 the Company continued to launch a variety of initiatives intended to make
total quality and continuous improvement a permanent way of life at Pinkerton.

The Company was incorporated in 1925 in the State of Delaware. The Company's
principal executive offices are located at 15910 Ventura Boulevard, Suite 900,
Encino, California 91436-2810; its telephone number is (818) 380-8800.

MARKET OVERVIEW

Industry research firms have categorized the United States security services
market into the following segments: security officer and investigation services,
armored car services, central station monitoring services, and security
consulting and other services. Security officer and investigation services is
the oldest and largest segment of the security industry. Services in this market
segment include armed and unarmed security officer and patrol services and
various types of investigation services, including background, undercover,
insurance claims, financial fraud and other investigations. These services are
often characterized as either "proprietary" or "contract." Under proprietary
arrangements, users of the services employ, schedule and manage their own
security officers and investigators. In contrast, contract services are provided
by independent security officer and investigation service companies such as
Pinkerton to end users pursuant to contracts.

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The Company believes that it offers the broadest array of security and security-
related services and products in its industry. The Company promotes the concept
of "one-stop shopping" as an advantage to clients.

SECURITY OFFICER SERVICES

Pinkerton's principal business consists of providing security officer services
to a wide variety of industrial, commercial and retail businesses, hospitals,
governmental units and sponsors of special events. Security services include the
furnishing of uniformed security officers and other personnel to perform
services associated with physical security and protection. Depending on the
needs of the client, security officers are on hand, often around-the-clock, to
provide facility security, access control, personnel security checks and traffic
and parking control and to protect against fire, theft, sabotage and safety
hazards. In addition, Pinkerton security officers respond to emergency
situations and report fires, intrusions, natural disasters, work accidents and
medical crises to appropriate authorities. Pinkerton provides specialized
vehicle patrol and inspection services and alarm monitoring and response
services. Although Pinkerton supplies both armed and unarmed security officers,
the vast majority are unarmed.

Security officer services are generally provided under specific contracts in
which Pinkerton assumes responsibility to employ, schedule and pay all security
officers and to provide uniforms, equipment, training, supervision, fringe
benefits, bonding and workers' compensation insurance. Pinkerton customarily
charges its clients for its services at an hourly rate per officer.  The
contract may provide for a fixed or variable hourly rate. Contracts between
Pinkerton and its clients are frequently the result of competitive bidding. Most
contracts extend for one year but are often terminable on relatively short
notice (usually 30-90 days) by either party.

In fiscal years 1995, 1996 and 1997, security officer services accounted
for approximately 96%, 92% and 90%, respectively, of the Company's
revenues.

SECURITY SYSTEMS INTEGRATION SERVICES

Pinkerton integrates diverse electronic security systems, such as closed circuit
television, access control, fire and burglar alarms, communications, digital
badging and network security, into a coherent interrelated operating system that
enhances security and automates alarm response. The Company also provides
ongoing maintenance of such systems. Pinkerton has supplier and distribution
agreements with the manufacturers of the equipment that the Company believes
best meets client needs. The equipment used by Pinkerton is widely available
from several suppliers. Management believes that, in order to service an
installed security system effectively, a service provider must be located within
a three to four hour drive of the client. Pinkerton currently provides these
services in many, but not all, regions in the United States,  and in some
international areas. The Company expects to continue to expand these services by
growing internally and by acquiring additional regional security systems
integration companies in order to assemble nationwide capabilities.

ELECTRONIC SYSTEM MONITORING SERVICES

Through its Advanced Technology Center, located near Atlanta, Georgia, Pinkerton
provides equipment and alarm monitoring services. Such services primarily
involve remote monitoring of security systems, card access and video systems,
event monitoring and service automation. The center can monitor many types of
electronic systems, such as credit card blocking, card access systems for office
buildings and emergency telephones in elevators. The Company also maintains
central monitoring stations in Alaska, Ontario, Quebec, Germany, the Czech
Republic and the United Kingdom.

SECURITY CONSULTING SERVICES

Pinkerton provides security consulting services worldwide. These services
include security surveys, assessments, contingency and crisis planning, design
and engineering services including computer-aided 

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designs and specifications and systems design.  Pinkerton also provides project
management services, including quality assurance, construction and budget
management and technical documentation.  The Company's global risk intelligence
service provides daily, weekly and monthly assessments of international travel
and asset risk related to terrorism, crime and political instability.

INVESTIGATION AND OTHER SECURITY-RELATED SERVICES AND PRODUCTS

Pinkerton provides investigation services on a global basis to a diverse array
of businesses, including general and undercover investigations as well as
insurance and other fraud investigations, surveillance, personal background
checks, mystery shopping, business due diligence investigations, counterfeiting
and intellectual property infringement investigations. Pinkerton also provides
workplace violence prevention and management services as well as investigations
related to kidnap and ransom and product contamination incidents.

Pinkerton usually offers investigation services to clients on a specific project
basis and charges its clients an hourly rate for services performed. Pinkerton
occasionally performs such services on a retainer or fixed fee basis. Most
agreements between Pinkerton and its clients covering investigation services
provide that Pinkerton or the client may terminate their relationship at any
time. Pinkerton, as a matter of Company policy, does not perform family or
domestic relations investigations, political investigations or generally work on
behalf of plaintiffs in civil litigation or defendants in criminal litigation.

PRE-EMPLOYMENT AND WORKPLACE SERVICES

Pinkerton offers information solutions for workplace issues through its employee
selection and internal communications program. Pinkerton helps companies
minimize the risks and business abuses associated with unqualified and poorly
trained employees that can significantly affect a company's bottom line.
Pinkerton provides hiring tools and strategies implemented with technology to
assist its clients in their attempts to hire qualified, honest employees and to
minimize negligent hiring concerns, reduce turnover, and increase productivity.
Pinkerton's employee background investigation software allows its clients to
interface electronically with its Information Center in Charlotte, North
Carolina facilitating requests for background information.  In addition,
Pinkerton's internal communications services help clients educate employees on
ethics, compliance, loss prevention, safety and other workplace issues.
Pinkerton also provides a toll-free "hotline" service for reporting of ethical
misconduct, employee concerns or security and safety incidents through
Pinkerton's AlertLine information center 24 hours a day, seven days a week.

STRATEGIC ALLIANCES

The Company has entered into strategic alliances with other companies that allow
Pinkerton to provide its clients with an even broader spectrum of security-
related services. Through these relationships, Pinkerton can provide clients
with crisis prevention and management services, computer network security and
related consulting services.

SALES

Pinkerton organizes its operations into domestic and international regions. The
Company markets and cross-sells its security and security-related services and
products both through its individual district offices worldwide and through its
separate marketing and sales organizations.

COMPETITION

The market for all of Pinkerton's services is highly fragmented and competitive.
Domestically, there are approximately ten national security officer and
investigation services companies, of which Pinkerton believes it is the second
largest based upon annual revenues from security related services. The Company
also competes with large national and multinational security officer companies
in certain of its overseas markets and with numerous smaller regional and local
companies providing similar services in the United States and international
markets.

                                       4
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In 1996 Pinkerton became, and during 1997 continued to be, one of the largest
independent security systems integrators in the United States on the basis of
annual revenue. There are many security product manufacturers that sell and
install their own manufactured products and, to various degrees, integrate them
with other products; and there are numerous smaller regional and local security
systems installers and integrators in the United States and international
markets.

Competition in the security officer service industry and in the Company's other
service areas is intense and is based primarily on price in relation to the
quality of service; the scope of services performed; the extent and quality of
security officer supervision, recruiting, selection and training; and local
and/or national reputation.

CLIENTS: DOMESTIC AND INTERNATIONAL

The Company provides services to more than 80% of the United States "Fortune
1000" companies. Internationally, the Company provides security officer and
investigation services to firms in the financial, manufacturing, retail and
transportation areas, as well as the United States and foreign governments. The
Company's largest client, General Motors Corporation, contracts for over 145,000
security officer hours per week. In 1997, the security services Pinkerton
provides to General Motors expanded to include investigations, executive
protection and technology support. Total revenue under this contract accounted
for approximately 13% of the Company's revenue in 1997. The loss of sales to
any single client, with the exception of General Motors, would not have a
material adverse effect on the Company. The Company's agreements to supply
contract security to General Motors currently extends to 1999.

EMPLOYEES, MANAGEMENT AND TRAINING

Pinkerton believes that the quality of its security officers is key to its
ability to offer world-class service. Pinkerton's policy is to subject all
employee candidates to a selection process involving an integrity and work ethic
test, a structured computer-assisted employment interview, a background
verification and records check, and a series of interviews.

Pinkerton's training efforts consist of providing employees with field manuals,
training films, tests, client-specific operating instructions and weekly
recorded telephone updates. All security district managers, operations managers
and field supervisors also must complete Pinkerton's proprietary, accredited
Advanced Certification Training Course. In addition, Pinkerton encourages all of
its security officers to take this course.

Many applicants for investigative positions have had experience in law
enforcement, the insurance industry or military branches specializing in
investigation prior to joining Pinkerton and, as such, are trained professionals
with field experience. Once on the job, Pinkerton provides investigators with
field manuals and periodic training.

Pinkerton has more than 47,000 employees. At any given time, up to approximately
one-third of the Company's employees are considered part-time employees.
Collective bargaining agreements cover approximately 5% of its employees in the
United States, approximately 81% of its employees in Canada and approximately
94% of its employees in Mexico. The Company is not a party to any collective
bargaining agreement covering any of its employees in Europe or Asia, but in
Europe is subject to industry-wide collective bargaining agreements. Relations
with employees have generally been satisfactory, and Pinkerton has not
experienced any significant work stoppages attributable to labor disputes.
Security officers and other personnel supplied by Pinkerton to its clients are
Pinkerton's employees, even though they may be stationed regularly at a clients'
premises.

Pinkerton's business is labor intensive and, as a result, is affected by the
availability of qualified personnel and the cost of labor. The Company's ability
to pass along any increases in labor costs may be limited by contract or by
price competition within the industry, which has been intense for several years.
Labor shortages can cause the Company to incur significant overtime expense in
geographic areas experiencing low unemployment. The premium portion of overtime
expense is typically absorbed by the Company.

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REGULATION AND LEGAL CONSIDERATIONS

Pinkerton is subject to and complies with a large number of city, county and
state occupational licensing and firearm laws that apply to security officers
and private investigators. In addition, most states have laws requiring training
and registration of security officers, regulating the use of badges and
uniforms, prescribing the use of identification cards or badges, and imposing
minimum bond surety or insurance standards. Federal legislation has been
introduced to establish minimum Federal standards for security officer
qualification and training and similar legislation is pending in several of
those states that do not already have standards governing security services. The
Company, either directly or through industry trade associations, generally
supports the creation of minimum standards for the industry. The Company does
not expect the establishment of minimum Federal standards to have an adverse
affect on the Company's business. The Company also must comply with city, county
and state licensing requirements in order to provide certain systems integration
and alarm monitoring services. Many foreign countries also have laws that
restrict the ability of Pinkerton to render certain services, including laws
prohibiting the provision of private security services and those limiting
foreign investment.

FINANCIAL INFORMATION ABOUT FOREIGN OPERATIONS

See Note 15 to Notes to Consolidated Financial Statements in the Company's
1997 Annual Report to Stockholders incorporated herein by reference.

NOTE ON FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1996 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company.  Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, identified through the use
of words or phrases such as the Company or management "believes," "expects,"
"anticipates," "hopes," words or phrases such as "will result," "are expected
to," "will continue," "is anticipated," "estimated," "projection" and "outlook,"
and words of similar import) are not historical facts and may be forward-
looking.  Such forward-looking statements involve estimates, assumptions, and
uncertainties, and, accordingly, actual results could differ materially from the
those expressed in the forward-looking statements.  Such uncertainties include,
among others, the factors noted under the caption "Outlook:  Issues and Risks"
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" incorporated by reference into Item 7 of this report from the
Company's 1997 Annual Report to Stockholders and the following:

     Acquisition Strategy

In fulfilling the Company's long range strategic goals, the Company is actively
and currently seeking to expand its business through selected acquisitions which
may be substantial in size.  Accomplishing this goal will depend on a number of
factors, including the Company's ability to identify and acquire acceptable
businesses, hire and train qualified managers and integrate new acquisitions
into the Company's operations. The process of consummating acquisitions involves
greater risks than management of an existing business, and assimilating acquired
businesses may be prolonged due to unforeseen difficulties, may require a
disproportionate amount of resources and management's attention and may not
result in the expected economic benefits.  Factors which may affect the success
of an acquisition include, among other things, the retention of acquired
contracts and management, compatibility of the acquired company's culture with
Pinkerton's, the appropriateness of overhead structure in relation to the size
of the acquired business and the targeted market and trends affecting the
industry generally.  There can be no assurance that any one or more acquisition
candidates can be identified or acquired at acceptable prices or be successful.

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Management may determine that it is necessary or desirable to obtain financing
for such acquisitions through bank borrowings or the issuance of debt or equity
securities.  Debt financing of any such acquisition could increase the leverage
of the Company.  Equity financing of any such acquisition may dilute the
ownership of the Company's stockholders.

Since the beginning of 1995, Pinkerton has acquired eight regional security
systems integration businesses. Despite achieving higher gross margins than the
Company's security officer business, the Company's security systems integration
business has not, in the aggregate, achieved results consistent with
management's expectations in part because of the operating expenses associated
with assimilating these acquisitions, organizing the division and pursuing
additional acquisitions.  There can be no assurance that management's
anticipated results will be achieved with security systems integration
businesses acquired or to be acquired by the Company.

     International  Operations

Pinkerton's international operations are vulnerable to currency fluctuations,
the difficulty of doing business in a foreign culture and regulatory environment
and potential government and economic instability, particularly in Mexico, where
the Company's operations have been negatively impacted by a prior currency
devaluation.  Moreover, the Company's ability to expand its international
presence profitably will depend, in large part, upon its successful completion
of acquisitions that carry out its strategic goals in the various markets.

ITEM 2.   PROPERTIES

Pinkerton leases approximately 56,000 square feet of office space in Encino,
California for its corporate headquarters. The lease expires in 2003. Pinkerton
has two successive options to further extend the lease until 2013.

Except for a few office locations owned by security systems integration
subsidiaries, Pinkerton has entered into leases covering each of its office
locations. For the year ended December 26, 1997, the aggregate annual rental
for all office space under lease, including the Company's foreign operations,
was approximately $10.5 million. Leases that expire generally are expected to be
renewed or replaced by other leases.

ITEM 3.   LEGAL PROCEEDINGS

The nature of the Company's business subjects it to a significant volume of
ordinary, routine claims and lawsuits incidental to such business. The Company
maintains self-insurance programs and insurance coverage that it believes are
appropriate for its liability risks. Nonetheless, many claims or lawsuits
brought against the Company allege substantial damages that, if awarded and
ultimately paid by the Company (rather than insurers or indemnitors), could have
a material adverse effect on the results of operations or financial condition of
the Company. In the opinion of management, based on currently known facts and
the advice of legal counsel, there is no single claim or lawsuit, or group of
claims or lawsuits based on the same facts, pending against the Company that the
disposition of which will have a material adverse effect on the Company's
financial statements taken as a whole.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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EXECUTIVE OFFICERS OF REGISTRANT

Set forth below are the names and positions and ages as of the date hereof of
the Company's current executive officers.

Denis R. Brown (58) was elected the President and Chief Executive Officer and a
director of the Company in April 1994. Prior to joining the Company, Mr. Brown
served at Concurrent Computer Corporation as Chairman of the Board and Chief
Executive Officer from April 1992 until August 1993, as Chairman of the Board,
President and Chief Executive Officer from July 1991 until April 1992, and as
Vice Chairman of the Board, President and Chief Executive Officer from September
1990 until July 1991. Mr. Brown served as President and Chief Executive Officer
of Penn Central Industries Group from May 1985 until January 1990. Prior to
joining Penn Central, Mr. Brown spent 15 years with ITT Corporation, serving as
Corporate Vice President and Group Executive of the Defense Space Group and as
President of the Defense Communications Division. Mr. Brown is also serving as a
director of Farr Company, a producer and distributor of filters and filtration
systems, and CalMat Co., a construction materials supplier and property
development and management company.

C. Michael Carter (54) has served as Executive Vice President, General Counsel
and Corporate Secretary of Pinkerton since joining the Company in September
1994. He directs strategic planning and marketing, corporate development, risk
management, contracts and legal. Prior to joining Pinkerton, Mr. Carter served
at Concurrent Computer Corporation as Senior Vice President, Operations and
Secretary from August 1993 to September 1994, and served as Vice President,
General Counsel and Secretary and directed corporate development from May 1987
to August 1993. He also served as a director of Concurrent from June 1994 to
September 1994. Prior to his employment at Concurrent, Mr. Carter was Senior
Corporate Counsel and Assistant Secretary for RJR Nabisco, Inc. and General
Counsel and Secretary of RJ Reynolds Development Corporation. He also held
senior positions in legal affairs with The Singer Company, and was an associate
with Winthrop, Stimpson, Putnam & Roberts in New York.

James P. McCloskey (57) has served as Executive Vice President and Chief
Financial Officer of the Company since joining the Company in October 1994.
Prior to joining the Company, Mr. McCloskey served as Vice President Finance,
Treasurer and Chief Financial Officer of Concurrent Computer Corporation from
1986 to 1994 and of Sybron Corporation from 1980 to 1986. Prior to that time,
Mr. McCloskey held a number of financial and operating positions with W. R.
Grace & Company. He began his career with Price Waterhouse.

Don W. Walker (56) was named Executive Vice President, The Americas in March
1997, after serving as Executive Vice President, North American Operations since
November 1994. Prior to that he served as Executive Vice President,
Investigations since joining the Company in November 1991 and Executive Vice
President, Investigations and International Operations since June 1993. Mr.
Walker was the founder of Business Risks International ("BRI"), a firm
specializing in security consulting, investigations and loss prevention, and
served as its President and Chief Executive Officer from September 1985 until
joining the Company upon its acquisition of BRI. Prior to founding BRI, Mr.
Walker was Assistant General Counsel and Corporate Security Director for Genesco
Inc. Mr. Walker also is a former Special Agent of the Federal Bureau of
Investigation, and a former President/Chairman of the American Society for
Industrial Security.

Anthony R. Miller (57) has served as Corporate Vice President, Total Quality
Management since joining the Company in May 1995. Prior to joining the Company,
Mr. Miller served as Vice President - Chief Quality Officer of Banc One Services
Corporation from May 1990 to July 1994. He served at Citicorp Global Payment
Products as Vice President - Director Service Management from 1987 to 1990 and
as Vice President - Director of Performance Engineering from 1986 to 1987. Prior
to that, Mr. Miller spent four years with American Express and three years with
International Telephone & Telegraph in systems development positions.

                                       8
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Michael A. Stugrin (48) has served as Corporate Vice President, Strategic
Planning and Marketing since December 1996, after serving as Corporate Vice
President, Marketing since joining the Company in May 1995. Prior to joining the
Company, Mr. Stugrin served at Concurrent Computer Corporation from 1992 to 1995
in various senior positions, including Director of Strategic Planning, Director
of Corporate and Marketing Communications and Director of National Series 3200
Sales. He served at Unisys Corporation from 1984 to 1992 in various senior
marketing and communications positions and at Westinghouse Electric Corporation
on its Executive Support Staff from 1981 to 1984.

Richard E. Ferens (43) has served as Vice President and Treasurer of the Company
since March 1998, Treasurer since March 1997, and as Director of Taxation since
joining the Company in November 1995. Prior to joining the Company, Mr. Ferens
served at AT&T Corporation as Director of Taxes-Transfer Pricing, from January
1995 to October 1995, and at Concurrent Computer Corporation from October 1988
to December 1994 as Director of Taxation.  Prior to Concurrent Computer
Corporation. Mr. Ferens spent 10 years with Merck & Company, Inc. in various
financial positions.

Steven A. Lindsey (47) has served as Controller of the Company since joining the
Company in July 1994, and became Vice President and Controller in March 1997.
Prior to joining the Company, Mr. Lindsey served as Corporate Controller at
Mitsubishi Electronics of America, Inc. from September 1993 until July 1994.
Prior to Mitsubishi, Mr. Lindsey spent 10 years with Standard Brands Paint Co.
serving as the Vice President, Treasurer and Controller. He began his career
with Arthur Andersen & Co.

                                       9
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                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information called for by this Item is included under the caption "Stock
Market Information" in the Company's 1997 Annual Report to Stockholders and is
incorporated herein by reference, except for information regarding the Company's
limitations on the ability to pay dividends on its Common Stock, which is
provided below in response to this Item.

The ability of the Company to pay cash dividends on its Common Stock is limited
by its Note Purchase Agreement. Under the Note Purchase Agreement, the Company
may not declare, pay or incur any liability to make any payment as dividends
unless, after giving effect thereto, (i) no event of default would occur or
exist, (ii) the Company would be permitted to incur Funded Indebtedness (as
defined in the Note Purchase Agreement) and (iii) the aggregate Restricted
Payments (as defined in the Note Purchase Agreement) made since December 31,
1989 would not exceed the sum of 50% of cumulative Consolidated Net Income (as
defined in the Note Purchase Agreement) plus $1.5 million.

ITEM 6.   SELECTED FINANCIAL DATA

The information called for by this Item is included under the caption "Selected
Financial Data" in the Company's 1997 Annual Report to Stockholders and is
incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

The information called for by this Item is included under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 1997 Annual Report to Stockholders and is
incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this Item is included under the captions
"Consolidated Balance Sheets", "Consolidated Statements of Operations",
"Consolidated Statements of Changes in Stockholders' Equity", "Consolidated
Statements of Cash Flows" and "Notes to Consolidated Financial Statements" in
the Company's 1997 Annual Report to Stockholders and is incorporated herein by
reference.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES

None.

                                       10
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                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information called for by this Item is incorporated herein by reference to
the Company's definitive Proxy Statement filed with the Securities and Exchange
Commission prior to the expiration of 120 days after December 26, 1997 in
connection with the Company's Annual Meeting of Stockholders to be held on April
30, 1998, except for information regarding the executive officers of the
Company, which is provided in Part I of this Report.

ITEM 11.  EXECUTIVE COMPENSATION

The information called for by this Item is incorporated herein by reference to
the Company's definitive Proxy Statement filed with the Securities and Exchange
Commission prior to the expiration of 120 days after December 26, 1997 in
connection with the Company's Annual Meeting of Stockholders to be held on April
30, 1998.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by this Item is incorporated herein by reference to
the Company's definitive Proxy Statement filed with the Securities and Exchange
Commission prior to the expiration of 120 days after December 26, 1997 in
connection with the Company's Annual Meeting of Stockholders to be held on April
30, 1998.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this Item is incorporated herein by reference to
the Company's definitive Proxy Statement filed with the Securities and Exchange
Commission prior to the expiration of 120 days after December 26, 1997 in
connection with the Company's Annual Meeting of Stockholders to be held on April
30, 1998.

                                       11
<PAGE>
 
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

(a)  Index to Consolidated Financial Statements, Consolidated Financial 
     ------------------------------------------------------------------
     Statement Schedules and Exhibits.
     -------------------------------- 

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
1.        CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at December 26, 1997 and
December 27, 1996.......................................................   30*

Consolidated Statements of Operations for the Years Ended
December 26, 1997, December 27, 1996 and
December 29, 1995.......................................................   31*

Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 26, 1997,
December 27, 1996 and December 29, 1995.................................   32*

Consolidated Statements of Cash Flows for the Years
Ended December 26, 1997, December 27, 1996 and
December 29, 1995.......................................................   33*

Notes to Consolidated Financial Statements..............................   34*

Independent Auditors'
Report..................................................................   **
</TABLE>

*    Incorporated herein by reference from the indicated pages of the Company's
     1997 Annual Report to Stockholders.
**   Filed as Exhibit 13.2 to this Annual Report on Form 10-K

With the exception of the information expressly incorporated by reference in the
Annual Report on Form 10-K, the 1997 Annual Report to Stockholders is not deemed
to be "filed" with the Securities and Exchange Commission or otherwise subject
to the liabilities of Section 18 of the Securities Exchange Act of 1934.


2.   CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

Independent Auditors' Report on Financial Statement Schedule...........    S-1

Schedule II - Valuation and Qualifying Accounts........................    S-2


All other schedules are omitted because they are not required, are not
applicable, or the information is included in the Consolidated Financial
Statements or Notes thereto.

                                       12
<PAGE>
 
3. EXHIBIT INDEX

The exhibits set forth below are filed as part of this Annual Report or are
incorporated herein by reference. Where an exhibit is incorporated by reference,
the letter which follows the exhibit number indicates the document to which the
reference is made.

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
 
 3.1   (h)     Restated Certificate of Incorporation of Registrant.
 3.2   (l)     Amended and Restated By-Laws of Registrant, and Amendment.
 4.1   (h)     Specimen Common Stock Certificate.
 4.2   (c)     Rights Agreement, dated July 12, 1991, between Registrant and
               Bank of New York, as successor Rights Agent.
10.1   (d)     1990 Stock Option Plan and all amendments.*
10.2   (a)     Note Purchase Agreement by and between Registrant and The
               Travelers Insurance Company, The Travelers Indemnity Company, The
               Equitable Life Assurance Society of the United States, Equitable
               Variable Life Assurance Company, Tandem Life Insurance Company
               and The Equitable of Colorado, Inc., dated as of June 14, 1990.
10.3   (b)     Form of Directors' and Officers' Indemnification Agreement.*
10.4   (e)     Master Lease by and between Registrant and Trizec Properties,
10.5           Inc., dated August 20, 1993 for World Support Center office.
       (f)     Employment Agreement by and between Registrant and Denis R.
               Brown, dated April 20, 1994.*
10.6   (f)     Personal Services Agreement by and between Registrant and Thomas
               W. Wathen, dated February 10, 1994.*
10.7   (g)     Amendment No. 1 dated June 15, 1994 to Employment Agreement
               between Denis R. Brown and Registrant.*
10.8   (h)     Amendment No. 2 dated February 15, 1995 to Employment Agreement
               between Denis R. Brown and Registrant.*
10.9   (h)     Supplemental letter agreement regarding employment of C. Michael
               Carter dated December 9, 1994, with supplement dated February 15,
               1995.*
10.10  (h)     Supplemental letter agreement regarding December 9, 1994, with
               supplement dated employment of James P. McCloskey dated February
               15, 1995.*
10.11  (h)     1995 Pinkerton Performance and Equity Incentive Plan.*
10.12  (i)     First Amendment to the 1995 Pinkerton Performance and Equity
               Incentive Plan.*
10.13  (j)     Severance Plan for Executive Vice Presidents.*
10.14  (j)     Severance Plan for Corporate Vice Presidents.*
10.15  (j)     Revolving Credit Agreement dated as of November 21, 1995 among
               the Registrant, Pinkerton GmbH Holding, Pinkerton North named
               therein and Citicorp USA, Inc., as Atlantic Limited, the
               Financial Institutions agent.
10.16  (j)     Amendment dated November 21, 1995 to Pinkerton's, Inc. Note
               Purchase Agreement.
10.17  (j)     Form of Stock Option Agreement under 1990 Stock Option Plan.*
10.18  (j)     Form of Stock Option Agreement (Employee) under 1995 Pinkerton
               Performance and Equity Incentive Plan.*
10.19  (j)     Form of Stock Option Agreement (Non-Employee Director) under 1995
               Pinkerton Performance and Equity Incentive Plan.*
10.20  (k)     Amendment No. 4 dated July 1, 1996, to Employment Agreement
               between Denis R. Brown and Registrant.*
10.21  (l)     Second Amendment to the 1995 Pinkerton Performance and Equity
               Incentive Plan.*
10.22  (l)     Third Amendment to the 1995 Pinkerton Performance and Equity
               Incentive Plan.*
10.23  (l)     Supplemental Retirement Income Plan, as restated, effective
               January 1, 1996.*
10.24  (l)     First Amendment to Revolving Credit Agreement, dated as of
               December 1, 1996.

                                       13
<PAGE>
 
10.25  (m)     Amendment No. 5 dated as of February 18, 1997, to the Employment
               Agreement between Denis R. Brown and Registrant.*
10.26  (n)     Second Amendment to Revolving Credit Agreement dated as of June
               27, 1997.
10.27          First Amendment to the January 1, 1996 Restatement of the
               Pinkerton's, Inc. Supplemental Retirement Income Plan.*
10.28          Modification and Restatement of Amendment No. 5 dated as of
               December 18, 1997, to the Employment Agreement between the
               Registrant and Denis R. Brown.* 
10.29          Supplemental letter agreement dated December 5, 1997, regarding
               employment of C. Michael Carter.*
10.30          Supplemental letter agreement dated December 5, 1997, regarding
               employment of James P. McCloskey.*
10.31          Letter agreement dated February 11, 1998, between Don W. Walker
               and the Registrant relating to Mr. Walker's retirement benefits.*
10.32          Fourth Amendment to the 1995 Pinkerton Performance and Equity
               Incentive Plan.*
10.33          Form of Stock Option Agreement for Performance Accelerated
               Vesting Stock Option Program.*
13.1           Sections of the 1997 Annual Report to Stockholders incorporated
               herein by reference.
13.2           Independent Auditors' Report
21.1           List of Subsidiaries.
23.1           Consent of KPMG Peat Marwick LLP.
27.1           Financial Data Schedule.


(a)  Previously filed with Form 10-K for Fiscal Year ended December 28, 1990.

(b)  Previously filed with Registration Statement on Form S-1 (No. 33-39718).

(c)  Previously filed with Registration Statement on Form 8-A filed on July 19,
     1991.

(d)  Previously filed with Registration Statement on Form S-8 (No. 33-68492).

(e)  Previously filed with Form 10-K for Fiscal Year ended December 31, 1993.

(f)  Previously filed with Form 10-Q for Quarter ended March 25, 1994.

(g)   Previously filed with Form 10-Q for Quarter ended June 17, 1994.

(h)  Previously filed with Form 10-K for Fiscal Year ended December 30, 1994.

(i)  Previously filed with Form 10-Q for Quarter ended September 8, 1995.

(j)  Previously filed with Form 10-K for Fiscal Year ended December 29, 1995.

(k)  Previously filed with Form 10-Q for Quarter ended September 6, 1996.

(l)  Previously filed with Form 10-K for Fiscal Year ended December 27, 1996.

(m)  Previously filed with Form 10-Q for Quarter ended June 13, 1997.

(n)  Previously filed with Form 10-Q for Quarter ended September 5, 1997.

*  Denotes management contract or compensatory plan or arrangement.

                                       14
<PAGE>
 
(b)  Reports on Form 8-K.
     ------------------- 

     None.

(c)  Exhibits.
     ---------
     Refer to (a)3 above.

(d)  Financial Statements and Schedules.
     -----------------------------------
     Refer to (a)1 and (a)2 above.

                                       15
<PAGE>
 
                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                                            PINKERTON'S, INC.
 
Date:  March 25, 1998                       By:  /s/  C. MICHAEL CARTER
                                               ---------------------------------
                                                   C. Michael Carter
                                               Executive Vice President,
                                             General Counsel and Corporate
                                                       Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
 
          SIGNATURE                        TITLE                      DATE
          ---------                        -----                      ----
 
    /s/  DENIS R. BROWN             President and Chief         March 25, 1998
-----------------------------   Executive Officer, Director
Denis R. Brown                      (Principal Executive
                                          Officer)


  /s/  JAMES P. MCCLOSKEY         Executive Vice President      March 25, 1998
-----------------------------   and Chief Financial Officer
James P. McCloskey                  (Principal Financial
                                          Officer)


    /s/  STEVEN A. LINDSEY           Vice President and         March 25, 1998
-----------------------------            Controller
Steven A. Lindsey                  (Principal Accounting
                                          Officer)


    /s/  PETER H. DAILEY                  Director              March 25, 1998
-----------------------------
Peter H. Dailey


    /s/  JOHN A. GAVIN                    Director              March 25, 1998
-----------------------------
John A. Gavin


    /s/  JAMES R. MELLOR                  Director              March 25, 1998
-----------------------------
James R. Mellor


    /s/  GERALD D. MURPHY                 Director              March 25, 1998
-----------------------------
Gerald D. Murphy


    /s/  J. KEVIN MURPHY                  Director              March 25, 1998
-----------------------------
J. Kevin Murphy


    /s/  ROBERT H. SMITH                  Director              March 25, 1998
-----------------------------
Robert H. Smith


    /s/  THOMAS W. WATHEN                 Director              March 25, 1998
-----------------------------
Thomas W. Wathen


    /s/  WILLIAM H. WEBSTER               Director              March 25, 1998
-----------------------------
William H. Webster

                                       16
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT



The Board of Directors
Pinkerton's, Inc.

Under date of February 16, 1998, we reported on the consolidated balance sheets
of Pinkerton's, Inc. and subsidiaries as of December 26, 1997 and December 27,
1996 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 26, 1997,
December 27, 1996 and December 29, 1995 which are included in the Company's
annual report on Form 10-K.  In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule included in the Company's annual report on Form 10-
K.  This consolidated financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such consolidated financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.



                                       /s/ KPMG Peat Marwick LLP



Los Angeles, California
February 16, 1998

                                      S-1
<PAGE>
 
                                                                     SCHEDULE II

                      PINKERTON'S, INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS

                                (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                    ADDITIONS
                                           ---------------------------
                              BALANCE AT    CHARGED TO     CHARGED TO 
                             BEGINNING OF   COSTS AND        OTHER                            BALANCE AT 
     DESCRIPTION                YEAR        EXPENSES       ACCOUNTS (1)   DEDUCTIONS (2)      END OF YEAR
     ------------            ------------   ----------     ------------   --------------      ------------
<S>                          <C>            <C>            <C>            <C>                 <C> 
Allowance for doubtful
 receivables:
 
Year ended                                              
December 26, 1997             $2,572         $  885         $  598         $1,107              $2,948      
 
Year ended 
December 27, 1996              2,881          1,635          1,069          3,013               2,572
                               
 Year ended 
December 29, 1995              2,784          1,719            958          2,580               2,881
</TABLE>
 
---------------------------
(1)  Amount represents recoveries of accounts receivable previously written off
     and opening reserve balances for businesses acquired during the year.

(2)  Amount represents accounts receivable written off.

                                      S-2