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                                    FORM 10-K
                            ------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            ------------------------
(Mark One)

    X
--------  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended          December 31, 1998
                         -------------------------------------------------------
                                       OR

--------  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                to
                              --------------------------------------------------
Commission file number                  0-18441
                      ----------------------------------------------------------
                               UNITED STATES GOLD TRUST
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             (Exact name of registrant as specified in its charter)

           New York                                       68-0146329
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

  625 Second Street, Suite 102, Petaluma, California                94952
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      (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:            (707) 778-1000
                                                   -----------------------------
Securities registered pursuant to Section 12(b) of the Act:          None
                                                           ---------------------
Securities registered pursuant to Section 12(g) of the Act:            X
                                                           ---------------------
         Units of Undivided Beneficial Interest in the Bullion Portfolio
          Units of Undivided Beneficial Interest in the Coin Portfolio
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                                (Title of Class)

         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 Units held by non-affiliates of the Registrant at 
March 12, 1999 was $2,541,507.


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<PAGE>




                                     PART I

Item 1.       Business.

United States Gold Trust
     United States Gold Trust (the "Trust") is an investment  trust  established
under the laws of New York in accordance  with an Agreement and  Declaration  of
Trust (the "Trust  Agreement"),  dated August 17, 1988, between Bullion Security
Corporation  (the  "Sponsor")  and United  States Trust Company of New York (the
"Trustee").  The  Trust,  which  consists  of a  Bullion  Portfolio  and a  Coin
Portfolio  (the  "Portfolios"),  commenced  investment  operations on August 18,
1988. On September 1, 1995,  Chase Manhattan  Bank,  N.A., a subsidiary of Chase
Manhattan  Corporation,  acquired  the  securities  processing  business  of the
Trustee,  including  the rights and  obligations  of the Trustee under the Trust
Agreement.  Other than the change of the  Trustee,  no changes  were made to the
Trust  Agreement or its provisions in connection  with its  acquisition by Chase
Manhattan  Bank,  N.A.  Each of the  Portfolios  is intended to be treated under
Federal income tax provisions as a separate, non-taxable, grantor trust.

     An investor  holding  Units in either  Portfolio  is a  beneficiary  of the
Trust, and the Trustee is obligated to him (as well as to all other Unitholders)
to  protect  the assets of the Trust in  accordance  with the terms of the Trust
Agreement,  a copy of which  has been  previously  filed as an  exhibit  hereto.
Important provisions of the Trust Agreement are summarized herein.

     The  Trustee is  located  at 270 Park  Avenue,  New York,  New York  10017,
telephone  number  1-212-270-6000.  The Sponsor is located at 625 Second Street,
Petaluma, California 94952, telephone number 1-707-778-1000.

     Units represent an interest in the Bullion  Portfolio or the Coin Portfolio
of the Trust; they do not represent an interest in the Sponsor.

Purpose and Function of the Trust
     The Sponsor  initially  established  the Trust to provide  both  individual
investors and large  institutions with a means for investing in gold bullion and
gold coins, while enjoying the economies and conveniences  ordinarily associated
with a mutual fund.  Unlike a  conventional  mutual fund or "managed  investment
company," the Trust does not invest in stocks,  bonds or other  securities,  nor
does it attempt to buy or sell gold in  anticipation  of price  changes or other
market  events.   In  establishing  the  Trust,  the  Sponsor  included  certain
safeguards and protections that the Sponsor considered particularly  appropriate
for an  investment  in  gold,  all  through  a  public  offering  of  securities
registered with the Securities and Exchange  Commission (the  "Commission").  On
February 20, 1996, the Sponsor decided to terminate the public offering of Units
in the Trust. The public offering of Units, as registered with the Commission on
Post-Effective Amendment No. 7 to the Trust's Registration Statement as filed on
Form S-1, was terminated as of March 30, 1996. As a  consequence,  new Units may
be  issued  in the  Trust  only  in  transactions  which  are  exempt  from  the
registration  provisions of the Securities Act of 1933, as amended.  The Sponsor
has no current intention to resume the public offering of Units in the Trust.

     Outstanding  Units continue to be redeemable daily, at prices determined by
the  current  value of each  Portfolio's  net  assets,  and the  Trust's  assets
continue to be held by a bank custodian.

     The Sponsor  included  the Coin  Portfolio  as a separate  Portfolio of the
Trust to accommodate  investors who wish to invest in gold through an individual
retirement  account,  or who wished to invest in gold coins issued by the United
States Mint.



<PAGE>



Rights and Number of Unitholders
     Unitholders  have the rights of beneficiaries of the Trust, as set forth in
the Trust  Agreement.  Unitholders  do not have any  management  powers over the
Trust.  Except for their  investment  in Units,  they  should not be  personally
liable for any actions by the Trust  unless  they  actively  participate  in the
administration  of the Trust, a practice which is not permitted  under the Trust
Agreement.  A  Unitholder  may  redeem  Units on any day that banks are open for
business in New York City ("Business Day"). Units may be redeemed in kind or for
cash at a daily  redemption  price  based on the dealer bid price for  wholesale
transactions  ("Redemption  Price"). A Unitholder is entitled to receive, at his
request, a certificate  evidencing ownership of Units. No rights with respect to
one Portfolio arise from ownership of Units in the other  Portfolio.  There were
185 Unitholders of record in the Bullion Portfolio and 241 Unitholders of record
in the Coin Portfolio at December 31, 1998.

Business
     The Trust's sole investment activity is to hold gold bullion and one-ounce,
$50-denomination  American Eagle gold coins  (collectively,  "Gold"). It neither
buys nor sells Gold in  anticipation  of price  changes.  Apart from  incidental
amounts of cash that the Trust may sometimes  hold,  the Trust is fully invested
in Gold at all times.

     The Trust does not engage in  speculative  trading of Gold. The Trust sells
Gold only to the extent  necessary to cover cash redemptions of Units and to pay
administrative expenses. 

Custody of Gold Bullion and Coins
     Through  February  26,  1998,  the Trustee had  retained  Wilmington  Trust
Company (a subsidiary of Wilmington  Trust  Corporation,  a commercial bank with
assets in excess of $6 billion),  as custodian of the Trust's  Gold.  Wilmington
Trust Company was founded in 1903,  and served as custodian for precious  metals
storage  programs  offered by several  national  brokerage firms. All Trust Gold
stored with Wilmington Trust Company was insured against physical loss.

     On February 26, 1998,  Republic  National Bank of New York (a subsidiary of
Republic New York  Corporation,  a commerical  bank with assets in excess of $55
billion),  acquired the precious  metals  custody  business of Wilmington  Trust
Company,  effective  on or before  April 20,  1998,  including  the  rights  and
obligations of Wilmington Trust Company under the Trust Agreement.

Tax Matters
     The Trust has  received a ruling from the Internal  Revenue  Service to the
effect that each  Portfolio is treated as a grantor trust for Federal income tax
purposes and not an association  taxable as a  corporation.  As a grantor trust,
each  Portfolio  is  not  to be  treated  as a  taxable  entity;  instead,  each
Unitholder  in a Portfolio is treated as the owner of an  undivided  interest in
that Portfolio equal to the  Unitholder's  pro rata portion of that  Portfolio's
assets. 

Expenses
     The Trust incurs legal,  accounting,  and custodial expenses, and pays fees
to the  Trustee and the  Sponsor  based on the average  daily net assets of each
Portfolio. The Sponsor anticipates that each Portfolio's net expenses (including
all fees paid to the Trustee  and the  Sponsor)  will  equal,  as a share of the
Portfolio's   average  daily  net  assets  ("Expense  Ratio"),   .35%  per  year
(thirty-five  one-hundredths of one percent per year). The Sponsor has agreed to
reimburse the Trustee for certain amounts of Trust expenses each year up to half
of its compensation  for the purpose of limiting each Portfolio's  Expense Ratio
to .35%. The Sponsor's  compensation is .20% per year (two-tenths of one percent
per year), so that the maximum amount that the Sponsor is obligated to reimburse
is .10% per year  (one-tenth of one percent per year).  In previous  years,  the
Sponsor voluntarily reimbursed each Portfolio of the Trust additional amounts in
order to maintain  its  Expense  Ratio at .35%.  While the Sponsor may  continue
voluntarily to make such additional reimbursements, it is not required to do so,
and has in fact  advised  the  Trustee  of its  intention  to  discontinue  such
voluntary reimbursements  prospectively.  Since the public offering of Units has
terminated, the net assets of the Trust are expected to continue to decline over
time as Units are redeemed, while certain expenses of the Trust will not decline
proportionally.  Accordingly, there can be no assurance that the future expenses
of the Trust can be maintained at .35% per year.

Termination  Date 
     The Trust was established on August 17, 1988, and is scheduled to terminate
99 years after that date.  The Trust,  or either  Portfolio,  may be  terminated
earlier in certain  circumstances,  including a  reduction  in its net assets to
less than  $1,000,000.  As set forth in Item 7 of this Form 10-K, the net assets
of both  Portfolios  have been  declining in recent  years,  and at December 31,
1998,  the net  assets  of both  Portfolios  were  only  slightly  in  excess of
$1,000,000.  It is  therefore  reasonable  to expect that the net assets of each
Portfolio will, in the near future,  decline to less than  $1,000,000,  at which
time it may be expected that the Trustee will elect to terminate  such Portfolio
or  the  Trust.  At  termination,  each  Portfolio's  Gold  will  be  sold,  and
Unitholders  in  the  Portfolio  will  be  paid  their  pro  rata  share  of the
Portfolio's net distributable cash.
<PAGE>


Reports and Records
     Each person who at any time during the calendar  year was a  Unitholder  of
record in either Portfolio is entitled to receive, after the end of the calendar
year, a report providing the following information with respect to the Portfolio
in which he owns Units:  (1) the amount of expenses for the year; (2) the amount
of Gold sold  during the year and the  proceeds  from such  sales;  (3) the cash
balance as of the last day of the year;  (4) the Gold balance as of the last day
of the year; (5) the  Redemption  Price per Unit as of the last day of the year;
and (6) the net  asset  value  per  Unit as of the last  day of the  year.  Such
statement will be prepared on an accrual basis of accounting in accordance  with
generally accepted  accounting  principles and will be audited by an independent
auditor.

     The Trustee is obligated  under the Trust Agreement to keep books of record
and  account of its  transactions  as  Trustee  and to make them  available  for
inspection by Unitholders at all reasonable  times during usual business  hours.
Such  records  include a current  list of Trust  assets  and a copy of the Trust
Agreement. 

Information and Assistance
     A Unitholder or other interested  investor may obtain  additional copies of
this Form 10-K and the Annual  Report to  Unitholders  (the "Annual  Report") by
calling the Investor's  Information  Office at  1-800-531-5142  or by writing to
P.O. Box 5847, Austin, Texas 78763 (telecopier 1-512-453-2015).

Price of Gold
     The price of gold has been  subject to  volatile  fluctuations  in the last
several  years and may be subject in the  future to  fluctuations  that are even
more  volatile.  Neither  the extent,  the  direction  nor the  duration of such
fluctuations can be foreseen.

     The price of gold tends to rise with the  emergence or  aggravation  of any
economic,  political,  military or  international  problem  that is perceived to
increase the risk of high inflation in the United States,  and the price of gold
tends to  decline  with the  amelioration  or  resolution  of any such  problem.
Substantial increases or decreases in the price of gold may occur in the future,
which would result in substantial increases or decreases in the price of Units.

     The  market  for gold is  worldwide.  Gold  values  respond  positively  to
inflation,  but are  subject to the risk that in any  country  inflation  or the
public's expectation of inflation will decline,  thereby resulting in a decrease
in the price of gold.  The price of gold also can be  depressed  by sales of the
metal by  governments,  including  the  U.S.  Government;  by sales by  official
bodies, such as the International  Monetary Fund; by adverse economic conditions
in countries where gold is held by the general public;  by large-scale  sales of
gold; by the discovery or development of new gold-bearing ore reserves or of new
processes  for  mining,   refining  or  recovering  gold;  and  by  governmental
prohibitions or restrictions on the private ownership of gold.

     The price of gold may be affected by  international  monetary and political
policies,  such as currency  devaluations  or  revaluations or trade or currency
restrictions  between countries,  by economic or political  conditions within an
individual country, or by trade imbalances.

Price of Coins
     The price of gold coins is expected to be determined primarily by the price
of gold, and should be expected to be as volatile as the price of gold.

     The price of gold coins  usually  includes a premium  over the value of the
coins'  bullion  content.  Within the recent  period for which this Form 10-K is
filed,  the  premium  has  been in the  range  of 3% to 4%,  but may vary in the
future,  possibly  being  higher or lower at the time an investor  redeems  Coin
Units than when the investor  purchased  the Units.  Factors which may influence
coin  premiums  include  changes in demand for coins  relative to the demand for
gold bullion,  and changes in U.S. government  policies regarding  production or
sale of  coins  or  regarding  investment  in  coins  by  individual  retirement
accounts.



<PAGE>

     A  coin's  premium  is  not a  sales  charge  or  commission.  Instead,  it
represents the value of the coin's  fabrication in a standardized,  more readily
identifiable  and merchantable  form than gold bullion.  All or a portion of the
premium paid for a coin may be recouped,  or a small  increase in premium may be
earned, when the coin is resold. However, because of the large quantity of coins
already minted and sold to the public, it is unlikely that the premium will rise
substantially  from current levels. It is possible for the premium to decline to
zero,  but the low cost of melting  coins into  bullion  makes it unlikely  that
coins would trade at a substantial discount to the value of their gold content.

Capital Appreciation
     Neither gold bullion nor coins generate  interest or dividends;  they offer
only the potential for capital appreciation.

Item 2.   Properties.

Deposits of Gold
     Through  December  31, 1998,  the Sponsor  deposited a total of 16,858 fine
troy ounces of gold bullion (of which  12,781  ounces have been sold or redeemed
in kind) in trust with the Trustee, and in respect of those deposits the Trustee
issued to the Sponsor a total of 422,128  Bullion Units.  Through the same date,
the Sponsor deposited  a total of 17,899  Coins (of which 12,533 Coins have been
sold or  redeemed  in kind) in trust with the  Trustee,  and in respect of those
deposits the Trustee  issued to the Sponsor a total of 449,612 Coin Units.  Each
Portfolio is a separate trust within the United States Gold Trust.  

Custody of Gold
     The  Trustee  is  required  by the Trust  Agreement  to retain  one or more
qualified  banks as a custodian of the Trust's Gold. To be  "qualified,"  a bank
must be a commercial  bank located in the United States,  must have assets of at
least $1 billion and must, as a substantial  portion of its activities,  provide
safekeeping  and  custodial  services to  financial  institutions.  Although the
Trustee itself possesses all such qualifications to be a custodian,  the Trustee
is  forbidden  by the Trust  Agreement to act as a custodian of the Trust's Gold
except under extraordinary circumstances.  Neither the Sponsor nor any affiliate
of  the  Sponsor  may  act  as  a  custodian  of  the  Trust's  Gold  under  any
circumstances. 

     Through  February  26,  1998,  the Trustee had  retained  Wilmington  Trust
Company as custodian of the Trust's Gold (the "former Custodian").

     On February 26, 1998,  Republic  National Bank of New York  ("Republic" or,
the  "Custodian")  acquired the precious  metals custody  business of the former
Custodian,  effective  on or before  April 20,  1998,  including  the rights and
obligations of the former  Custodian under the Trust  Agreement.  Other than the
change of the  custodian,  no changes  were made to the  operation  of the Trust
Agreement  as it  relates  to the  custody  and  storage  of the  Trust's  Gold.
Republic,  a large  commercial  bank with assets in excess of $55  billion,  has
operated a major  precious  metals  depository for many years and is an approved
warehouse  facility  for the storage of precious  metals  traded on the New York
Mercantile Exchange  (including the COMEX Division),  the Chicago Board of Trade
and the Chicago Mercantile Exchange.  Republic's offices are principally located
in New York,  New York and similarly to the Trust's former  Custodian,  Republic
serves as  custodian  for  precious  metals  storage  programs  offered  by many
national brokerage firms.  Republic is subject to supervision and examination by
the  Superintendent  of Banks of the State of New York,  by the Federal  Deposit
Insurance  Corporation  and by the Board of  Governors  of the  Federal  Reserve
System.  The Trust  intends to employ  Republic as custodian  of any  additional
deposits of Gold into the Trust.

Insurance on Gold
     Trust Gold is insured under  policies  obtained by the Custodian on all its
deposits of precious  metals.  The  insurance  policies  provide a maximum total
coverage of $150  million per  occurrence  against  theft,  fraud and  all other
physical  loss except loss  arising out of war,  nuclear  explosion,  government
taking and  comparable causes.  The underwriter  of the  policy is J & H Marsh &
McLennan.  Under  certain  circumstances,  the Trustee is obligated to obtain or
attempt to obtain  insurance  against  physical  loss of Gold  separate from the
insurance maintained by any custodian.

Item 3.   Legal Proceedings.

          Inapplicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          Inapplicable.
<PAGE>
                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

Transferability of Units
     Units  are   transferable  by  the  Unitholder  (by  gift,  sale  or  other
disposition)  and  are  redeemable  by the  Trust  for  cash  or in  kind at the
Redemption  Price.  Apart from the  redeemability of Units, no public market for
the Units has developed.

Redemption of Units
     Unitholders  may redeem  Units in either  Portfolio  on any Business Day in
accordance with the procedures described below.

     A  redeeming  Unitholder  may  elect to be paid in cash at the  Portfolio's
applicable Redemption Price or in kind (i.e., by a distribution of Gold from the
same Portfolio). All requests for redemption of Units received by the Trustee in
good order prior to 12 noon  Eastern  Time on a Business Day are executed at the
Redemption Price on that Business Day. Requests received by the Trustee after 12
noon are executed at the Redemption  Price on the next Business Day. The minimum
redemption  is 50  Units,  or all of the  Units  in the  Portfolio  owned by the
Unitholder, whichever is less.

     Each Portfolio's  Redemption Price, for cash redemptions,  is computed each
Business Day  following  the close of trading in gold on the New York  Commodity
Exchange  ("COMEX")  or,  if the  COMEX  is not open  for  trading  in gold on a
Business Day, at 2:30 p.m.  Eastern Time,  and is equal to: (i) the value of the
Portfolio's Gold at the dealer bid price for wholesale  transactions,  plus (ii)
any  cash  or  other  assets  of the  Portfolio,  minus  (iii)  any  liabilities
(including  proper  accruals for expenses and  contingencies)  of the Portfolio,
divided by (iv) the number of Units outstanding in the Portfolio.

<PAGE>

     The range of high and low Redemption  Prices for each full quarterly period
during the years ended December 31, 1998 and 1997 is as follows:

            Period                      High                    Low
1998
First Quarter
   Bullion Portfolio                   $12.00                 $10.90
   Coin Portfolio                      $12.08                 $10.98
Second Quarter
   Bullion Portfolio                   $12.38                 $11.16
   Coin Portfolio                      $12.40                 $11.15
Third Quarter
   Bullion Portfolio                   $11.63                 $10.76
   Coin Portfolio                      $11.65                 $10.79
Fourth Quarter
   Bullion Portfolio                   $11.79                 $11.23
   Coin Portfolio                      $11.76                 $11.17
1997
First Quarter
   Bullion Portfolio                   $14.43                 $13.38
   Coin Portfolio                      $14.54                 $13.53
Second Quarter
   Bullion Portfolio                   $13.76                 $13.10
   Coin Portfolio                      $13.99                 $13.23
Third Quarter
   Bullion Portfolio                   $13.08                 $12.44
   Coin Portfolio                      $13.22                 $12.59
Fourth Quarter
   Bullion Portfolio                   $13.03                 $11.09
   Coin Portfolio                      $13.23                 $11.17



     The  Redemption  Price on March 12, 1999 was $11.46 for  Bullion  Units and
$11.42 for Coin Units.

     Under the terms of the Trust Agreement, the Sponsor designates a particular
"Qualified  Dealer" from whom the Trustee is to obtain price quotations for Gold
for use in calculating  Redemption  Prices.  The "dealer bid price for wholesale
transactions"  on a Business Day is the  prevailing  wholesale bid price on that
Business  Day of gold  bullion  or  coins,  as the case may be,  quoted  by that
Qualified Dealer. 

Redemption Requests
     Redemption requests must be accompanied by Trust  certificates,  if issued,
and must be sent to the Trustee. Unitholders may be required to use a redemption
form  provided by the Trustee.  The Trustee may refuse  redemption  requests not
made in the proper form.

1. By Written Request
     Normally the Unitholder's signature on a written redemption request (and on
the Unit  certificate,  if issued) must be guaranteed  by an eligible  guarantor
institution  which  satisfies the Trustee's  written  standards and  procedures.
Eligible  guarantor  institutions  include  banks,  trust  companies,   brokers,
dealers,  municipal or government securities brokers or dealers,  credit unions,
national securities  exchanges,  registered  securities  associations,  clearing
agencies  and  savings  associations,  provided  that they are  members of STAMP
(Securities  Transfer  Agents  Medallion  Program).  Signature  guarantees  from
institutions  that are not STAMP members and  notarizations  from notary publics
will not be  accepted.  The  Trustee's  standards  and  procedures  are  readily
available upon request to the Trustee.  (Unitholders may verify that a guarantor
institution is a member of STAMP by contacting the STAMP  administrator,  Kemark
Financial Services, at 1-800-348-2724, or the Trustee.) The guarantee must be in
proper form and undated.  For the protection of the Unitholder and of the Trust,
additional  documentation  may be  required  for  redemption  of  Units  held in
corporate,  partnership,  trust,  or fiduciary  accounts.  The cash  proceeds of
redemptions  requested  in writing  with a signature  guarantee  will be sent by
check (via first-class mail) to the Unitholder at his address of record.

<PAGE>

     However,  by completing the appropriate  section of the Unitholder  Account
Application,  an investor  may  authorize  the Trustee to honor cash  redemption
requests without signature guarantee. Unitholders who wish to avoid the possible
inconvenience  and delay of obtaining an acceptable  signature  guarantee should
carefully consider making the authorization.  The lack of a signature  guarantee
does not render the Trustee  responsible for the  authenticity of the signature.
Such a  redemption  request  would be  processed  as  though it had been made by
telephone  (see  below),  and the  cash  proceeds  would  be sent by check or by
bank-to-bank  wire  only  to the  Unitholder's  bank  account  indicated  on the
Unitholder Account Application. 

2. By Telephone
     A Unitholder who has authorized  the Trustee to honor  redemption  requests
without  signature  guarantee may submit cash redemption  requests by telephone.
Telephone requests are made by calling the Trustee at  1-617-557-8000.  The cash
proceeds of redemptions  requested by telephone (or in writing without signature
guarantee) will be sent by check (via first-class mail) or by bank-to-bank wire,
as the  Unitholder  may direct in his Unitholder  Account  Application.  Whether
remitted by check or by bank wire,  the  redemption  proceeds  will be addressed
only to the Unitholder's  account at a commercial bank in the United States (not
to an account at a foreign bank, a savings bank,  savings and loan  association,
mutual savings bank, credit union or other thrift institution).

     If the redeeming  Unitholder  requests a bank wire, the Trustee will charge
the Unitholder its customary fee for a wire transfer, which is currently $8. The
fee will be deducted from the proceeds of the redemption.

     No telephone requests will be honored for in-kind  redemptions or to redeem
shares for which certificates have been issued and are outstanding.

     The Trustee  reserves the right to  discontinue,  suspend or impose further
requirements  and  conditions  for telephone redemptions and  other  redemptions
without signature guarantee at any time.

3. In-kind Redemptions
     In effecting an in-kind redemption  requested by a Unitholder,  the Trustee
will  transfer one or more bars of gold bullion (in the case of a redemption  of
Bullion  Units)  or coins  (in the case of a  redemption  of Coin  Units) to the
account of the Unitholder at the Custodian or other bank employed by the Trustee
as a custodian for the Trust's Gold (a "Customer  Account").  The amount of Gold
so transferred will equal the Portfolio's Gold per Unit multiplied by the number
of Units being  redeemed in kind. The Trustee also will pay to the Unitholder an
amount of cash,  for each Unit being  redeemed in kind,  equal to the respective
Portfolio's  net cash per Unit,  or,  alternatively,  will require the redeeming
Unitholder  to pay  into the  Trust  an  amount  equal  to the  Portfolio's  net
liabilities  per Unit. Any such amount payable to the Trust will be collected by
a cash redemption of Units.

     At the choice of the Unitholder,  the Gold that has been transferred to him
will  continue  to be stored  at his risk in his  Customer  Account,  or will be
shipped,  fully insured,  by registered mail to the Unitholder's  bank or to the
Unitholder's address. The Unitholder is responsible for all storage and shipping
costs and for any charges by the Custodian for transferring  Gold into or out of
his Customer Account, which the Unitholder must pay to the Custodian before Gold
will be delivered to the Unitholder out of his Customer Account.

     A redemption, or portion of a redemption,  too small to be paid by a bar of
gold bullion or a coin held by the respective Portfolio will be paid in cash, in
accordance with the terms and procedures  described above for cash  redemptions.
Bars of gold bullion held by the Bullion Portfolio  generally will be no smaller
than approximately 100 troy ounces per bar; and coins held by the Coin Portfolio
will have a gold content of 1 troy ounce. Accordingly, redemptions of fewer than
2,500 or so Bullion  Units or fewer than 25 or so Coin Units  ordinarily  can be
made only for cash.



<PAGE>



4. General
     Requests  for  redemption  (whether  in  writing or by  telephone)  will be
processed  by  the  Trustee  at the  applicable  Redemption  Price.  Redemptions
ordinarily  will be paid by the second  Business Day, and in no event later than
the seventh  calendar  day,  following  receipt of the  request by the  Trustee.
However,  Units  purchased by personal  check or money order may not be redeemed
until  the  Trustee  is  certain  the check has  cleared,  but no later  than 10
calendar days after the issuance of the Units. A Unitholder may avoid this delay
by purchasing Units with a cashier's check.  Neither the Trust, the Trustee, the
Sponsor,  nor any of their  agents is  responsible  for  losses  sustained  by a
Unitholder as a result of their acting on any instruction or authorization  made
by the Unitholder either on his Unitholder  Account  Application or otherwise in
connection with redemption of his Units.

     Because a Portfolio's  Redemption Price per Unit fluctuates (reflecting the
market value of the Portfolio's Gold), the amount a Unitholder  receives for his
Units  may be more or less  than the  amount he paid for them and may be more or
less  than  their  Redemption  Price on the date that the  Unitholder's  written
redemption request was mailed to the Trustee.

     Any Units  presented for cash  redemption may be repurchased by the Sponsor
or an affiliate,  no later than the close of trading in gold on the COMEX or, if
the  COMEX is not open for  trading  in gold on a  Business  Day,  by 2:30  p.m.
Eastern Time on the date of redemption,  at the full  Redemption  Price. In such
event, the same cash proceeds  (unreduced by any commissions)  will be forwarded
to the Unitholder as though the Units had been redeemed by the Trustee.

     The Trustee may in its  discretion,  and must when directed by the Sponsor,
suspend the right of  redemption or postpone  payment of redemption  requests of
Units in a Portfolio for any period during which  disposal by that  Portfolio of
its Gold is not reasonably  practicable,  or it is not reasonably practicable to
determine  fairly the value of the Gold.  The Trustee is not liable for any loss
or damage which may result from any such suspension or postponement, nor for any
depreciation  or loss  incurred by reason of any sale or redemption of Gold made
in effecting redemption of Units. Because the market for gold is worldwide,  and
because  continuous   liquidity  is  provided  by  the  activities  of  numerous
independent dealers, the Sponsor believes that it is extremely unlikely that any
such suspension or postponement  will occur. The authority of the Securities and
Exchange  Commission  and the  Commodity  Futures  Trading  Commission  to order
trading halts does not extend to the dealer market for gold bullion and coins.

     Units  redeemed  by the  Trustee  are,  by  the  fact  of  the  redemption,
terminated.



Item 6.   Selected Financial Data.

     Selected data for each Unit of the Bullion Portfolio and the Coin Portfolio
outstanding  for each of the five years in the period ended December 31, 1998 is
set forth below. The data are derived from financial statements audited by Ernst
& Young LLP, independent auditors, as set forth in their reports included in the
Annual Reports to Unitholders for the years then ended.

<PAGE>

                        SELECTED PER UNIT DATA AND RATIOS

<TABLE>
<CAPTION>

                                                                   Year Ended December 31 (a)(b)
                       ------------------------------------------------------------------------------------------------------------
                                1998                 1997                  1996                  1995                 1994
                       --------------------  --------------------  --------------------  --------------------- --------------------
                        Bullion     Coin      Bullion     Coin      Bullion     Coin      Bullion     Coin      Bullion     Coin
                       Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value at 
  beginning of year    $   11.33  $   11.39  $   14.51  $   14.62  $   15.16  $   15.44  $   15.06  $   15.30  $   15.43  $   15.69

Net investment loss         (.04)      (.04)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)

Net realized and 
  unrealized gain (loss) 
  on investments             .01       (.09)     (3.13)     (3.18)      (.60)      (.77)       .15        .19       (.32)      (.34)
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

Increase (decrease) in 
  net asset value           (.03)      (.13)     (3.18)     (3.23)      (.65)      (.82)       .10        .14       (.37)      (.39)
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

Net asset value at end 
  of year              $   11.30  $   11.26  $   11.33  $   11.39  $   14.51  $   14.62  $   15.16  $   15.44  $   15.06  $   15.30
                       =========  =========  =========  =========  =========  =========  =========  =========  =========  =========


Ratios to average net assets:
Expenses (c)                .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%
Net investment loss (c)    (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)

Investment turnover         
  rate                      None       None       None       None       None       None       None      1.69%     14.24%      9.70%

Number of Units outstanding
   at end of year        112,377    147,719    136,589    192,084    148,946    218,383    167,595    284,859    202,173    334,788

Net assets at end of year
  (in thousands)       $   1,270  $   1,663  $   1,547  $   2,187  $   2,161  $   3,192  $   2,541  $   4,397  $   3,044  $   5,121
 
<FN>
Note:

(a)   The selected per unit data was calculated using average net assets during 
      the year.
(b)   The Trust's sole investment activity was to hold Gold, and the Trust had 
      no income.
(c)   During the years ended December 31, 1998,  1997, 1996, 1995  and 1994, the
      Sponsor reimbursed expenses totaling $8,193,  $6,956,  $6,829,  $6,655 and
      $6,852 for the Bullion Portfolio and $8,298,  $6,796,  $7,694,  $7,554 and
      $7,870 for the Coin  Portfolio,  respectively.  Absent the foregoing,  the
      ratios of expenses to average net assets and the ratios of net  investment
      loss to average net assets would have increased to .93%,  .72%, .64%, .58%
      and .56% for the Bullion Portfolio and .74%, .60%, .54%, .51% and .50% for
      the Coin Portfolio, respectively, for the years then ended.


</FN>
</TABLE>



<PAGE>
Item 7.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations.

     Net assets of the Bullion  Portfolio:  decreased in 1994 from $3,233,062 to
$3,044,340,  as a result of net redemptions of Units and a decrease in the value
of Gold;  decreased  in 1995  from  $3,044,340  to  $2,540,829,  as a result  of
redemptions  of Units in excess of the increase in the value of Gold;  decreased
in 1996 from $2,540,829 to $2,160,978, as a result of redemptions of Units and a
decrease in the value of Gold;  decreased in 1997 from $2,160,978 to $1,547,421,
as a result of  redemptions  of Units and a decrease  in the value of Gold;  and
decreased in 1998 from  $1,547,421 to $1,269,843,  as a result of redemptions of
Units in excess of the  increase  in the value of Gold.  Net  assets of the Coin
Portfolio:  decreased in 1994 from $5,150,582 to $5,121,347,  as a result of the
net decrease in the value of Gold in excess of net  additional  deposits of Gold
by the Sponsor;  decreased in 1995 from $5,121,347 to $4,396,853, as a result of
net  redemptions  of  Units  in  excess  of an  increase  in the  value of Gold;
decreased in 1996 from  $4,396,853 to $3,192,490,  as a result of redemptions of
Units and a decrease in the value of Gold;  decreased in 1997 from $3,192,490 to
$2,187,372,  as a result of  redemptions of Units and a decrease in the value of
Gold;  and  decreased  in 1998 from  $2,187,372  to  $1,662,654,  as a result of
redemptions  of Units in excess of the increase in the value of Gold.  The ratio
of expenses to average net assets and net investment  loss to average net assets
during each of the five years in the period ended December 31, 1998 was .35% for
each Portfolio after the Sponsor's reimbursement,  as anticipated. The Trust has
engaged in no  activities  other  than the  holding of Gold,  the  issuance  and
redemption of Units and the payment of its expenses.

     The ability of the Trustee to perform its duties and obligations  under the
Trust Agreement is substantially dependent on the continued functionality of its
computer  system.  The maintenance of the books and records of each Portfolio of
the Trust,  including  asset  pricing,  investment  transactions  and Unitholder
accounting,  could be  adversely  affected if the  computer  systems used by the
Sponsor  or  Trustee  do  not  properly   process  and  calculate   date-related
information  and data from and after January 1, 2000 (the "Year 2000  Problem").
The Sponsor is taking what it  believes  to be  reasonable  steps to address the
Year 2000  Problem as it relates to the Trust and has  received  representations
that corollary steps are being taken by the Trustee.  At this time, there can be
no assurance  that these steps will be  sufficient  to avoid any adverse  impact
resulting from the Year 2000 Problem on the operations of the Trust.

Item  8.  Financial Statements and Supplementary Data.

     See  Registrant's  Annual Report for the Year Ended December 31, 1998 filed
under Part IV, Item 14(a) hereof.  Item 302 of Regulation  S-K is  inapplicable.


Item  9.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

          Inapplicable.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

Sponsor
     The Sponsor  is  a Delaware  corporation  organized  on June 22, 1987.  The
Sponsor's only activity has been as sponsor of the Trust.  Units in the Trust do
not represent an interest in the Sponsor and the rights and  obligations  of the
Sponsor derive solely from the Trust Agreement.

     Officers and directors of the Sponsor are:
Terry Coxon           President and Director since 1987
Alan Sergy            Secretary and Director since 1987
John Chandler         Vice President and Director since 1987
Michael J. Cuggino    Treasurer since 1993

     All officers and directors  will hold office until the next annual  meeting
of  stockholders  of the  Sponsor or until  their  successors  are  elected  and
qualified. No officer or director owns more than 1% of the Units outstanding.

     All of the outstanding capital stock of the Sponsor is owned by World Money
Managers,  a California  limited  partnership that is the investment  adviser to
Permanent Portfolio Family of Funds, Inc., a registered  investment company. The
general partners of World Money Managers are Terry Coxon, and Terry Coxon, Inc.,
a corporation  wholly owned by Mr. Coxon. World Money Managers is located at 625
Second Street, Suite 102, Petaluma, California 94952.

     Terry Coxon,  age 54, has been an investment  adviser and financial  author
for more than the past five years, and the president and a director of Permanent
Portfolio  Family  of Funds,  Inc.  since  1982.  Mr.  Coxon  has had  extensive
experience  with  precious  metals  investing.  He is also the  author  of Using
Warrants  and the  co-author  (with  Harry  Browne) of  Inflation-Proofing  Your
Investments.  Mr. Coxon owns a 6.25%  special  limited  partnership  interest in
World Money Managers.

<PAGE>

     Alan Sergy,  age 54, has been an investment  adviser and a trustee of Sergy
Trusts for more than the past five years.  As the corporate  secretary from 1982
to 1998 and a director from 1986 to 1998 of Permanent Portfolio Family of Funds,
Inc.,  Mr.  Sergy  also  has  had  extensive  experience  with  precious  metals
investing. Mr. Sergy beneficially owns a 25% limited partnership interest and an
18.75% special limited partnership interest in World Money Managers.

     John  Chandler,  age 62, has been the  president  and a director  and a 50%
owner of Permanent Portfolio Information, Inc., a financial marketing consultant
firm,  and the vice  president and a director of Harry Browne  Special  Reports,
Inc.,  an  investment  advisory  newsletter,  for more than the past five years.
Permanent Portfolio Information, Inc. owns a 16.67% limited partnership interest
and a 12.5% special limited partnership interest in World Money Managers.

     Michael J. Cuggino,  age 36, has been a Certified  Public  Accountant since
1988,  having  been  employed by Ernst & Young in various  audit and  accounting
capacities,  including audit manager,  from August 1985 until January 1991, when
he established his own accounting practice.  Mr. Cuggino has served as treasurer
of the  Sponsor  for more than the last five years and has  served as  treasurer
since 1993 and a director  since 1998 of  Permanent  Portfolio  Family of Funds,
Inc.

     With the exception of Terry Coxon,  who is compensated by the Sponsor,  the
officers and  directors  of the Sponsor are not  separately  compensated  by the
Sponsor for serving as such. The Sponsor may reimburse  World Money Managers for
costs  incurred by World Money  Managers and allocable to the  activities of the
Sponsor.  Neither the  compensation of Terry Coxon,  nor any  reimbursements  to
World Money Managers are paid by the Trust or the Trustee.

     The Sponsor has been  instrumental in the organization of the Trust and may
be deemed a  "promoter"  of the Trust  within the  meaning of Rule 405 under the
Securities Act of 1933.

Sponsor's Compensation
     The Sponsor does not share in any selling commissions, nor does the Sponsor
or its affiliates charge any commissions or other fees on redemptions of Units.

     Under the Trust  Agreement,  the Sponsor is entitled to receive a Sponsor's
fee,  payable  monthly from the assets of the Trust,  at an annual rate equal to
 .20% (two-tenths of one percent) of each  Portfolio's  average daily net assets.
The Sponsor also receives a one-time account  establishment fee of $35 from each
investor in Units. The account  establishment  fee was designed to reimburse the
Sponsor for amounts it pays in respect of the Trust's costs and expenses.

     The Sponsor's net profits,  if any, may be reduced by reimbursements to the
Trustee for administrative expenses of the Trust.

Powers and Responsibilities of Sponsor
     The Sponsor is  empowered  under the Trust  Agreement to remove the Trustee
under certain conditions and select a new Trustee.  The Sponsor has no authority
to hold Gold  belonging  to the Trust or to direct the sale of Trust  Gold.  The
Sponsor  is  obligated  under the Trust  Agreement  to  appoint  an  independent
certified public accounting firm annually to audit the Trust.  Also, the Sponsor
is entitled  under the Trust  Agreement  to inspect the books and records of the
Trust and to repurchase Units presented for cash redemption.

     Under the Trust Agreement, the Sponsor may make additional deposits of gold
bullion or coins with the Trustee in  exchange  for the  issuance of  additional
Units. The Trust Agreement  provides that no additional deposit into a Portfolio
will be  accepted  which  would  affect  the  quantity  of Gold  per Unit in the
Portfolio  or the Net Asset Value per Unit or  Redemption  Price per Unit of the
Portfolio.  In connection with each Additional Deposit, the Sponsor will deposit
cash equal to the Portfolio's net cash per Unit, or, alternatively, receive cash
from the  Portfolio  equal to the  Portfolio's  net accrued  expenses  and other
liabilities per Unit.

     On February 20, 1996, the Sponsor  decided to terminate the public offering
of Units in the Trust.  The public  offering of Units,  as  registered  with the
Commission  on  Post-Effective  Amendment  No.  7 to  the  Trust's  Registration
Statement  as filed on Form  S-1,  was  terminated  as of March 30,  1996.  As a
consequence, new Units may be issued in the Trust only in transactions which are
exempt  from the  registration  provisions  of the  Securities  Act of 1933,  as
amended.  The Sponsor has no current  intention to resume the public offering of
Units in the Trust. 

<PAGE>

Limitations on Liability of Sponsor
     The Sponsor is liable for the  performance  of its  obligations  and duties
arising from the Trust  Agreement,  but is under no liability to Unitholders for
taking any action or  refraining  from any action in good faith or for errors in
judgment. The Sponsor is not responsible in any way for any decline in the value
of Gold owned by the Trust,  or loss  incurred by reason of the  acquisition  or
disposition  of any Gold by the Trust.  These  limitations  do not  protect  the
Sponsor against any liability to which the Sponsor would otherwise be subject by
reason of the Sponsor's  willful  misfeasance,  bad faith,  gross  negligence or
reckless disregard of its obligations and duties.

Succession of Sponsor
     If at any time the  Sponsor  fails to perform  any of its duties  under the
Trust  Agreement,  or becomes  incapable  of  acting,  or  becomes  bankrupt  or
insolvent,  or if the Sponsor's affairs are taken over by public authorities for
the purpose of  rehabilitation,  conservation  or  liquidation,  the Trustee may
remove the Sponsor and appoint a successor or may  terminate  the Trust.  Should
the Trustee so terminate the Trust,  each  Portfolio's  Gold would be sold,  and
Unitholders  in each  Portfolio  would be paid  their  pro  rata  share of their
Portfolio's net distributable cash.

Trustee
     The Trustee is Chase Manhattan  Bank, N.A. of New York,  which succeeded as
Trustee by merger with the United States Trust Company of New York.  The Trustee
is a  member  of the New York  Clearing  House  Association  and is  subject  to
supervision and examination by the  Superintendent  of Banks of the State of New
York, by the Federal Deposit Insurance Corporation and by the Board of Governors
of the Federal  Reserve  System.  The Trustee has total assets under custody and
management in excess of $4.3 trillion.

Trustee's Compensation
     Under the Trust Agreement, the Trustee is entitled to receive a fee for its
ordinary services to the Trust, payable monthly from the assets of the Trust, at
an annual rate equal to .10%  (one-tenth  of one  percent)  of each  Portfolio's
average  daily net  assets,  subject to a minimum  fee at the rate of $2,500 per
year for each Portfolio. The Trustee may also be reimbursed from Trust assets or
from the Sponsor for certain expenses of the Trust.

Powers and Responsibilities of Trustee
     The Trustee is charged under the Trust  Agreement  with the  administration
and safeguarding of the Trust and its assets for the benefit of the Unitholders.
The Trustee  may  require  proper  indemnity  from the Trust for so acting.  The
Trustee is required to employ a separate  depository bank or banks as custodians
of the Trust's  Gold and may not itself act as a custodian  of the Trust's  Gold
except under extraordinary circumstances.  Should the Custodian fail to maintain
the  insurance  coverage  required  under  the  Trust  Agreement  or  comparable
insurance,  the Trustee is obligated  promptly to obtain such insurance coverage
if it is reasonably available.

     The  Trustee  is  empowered  under the Trust  Agreement  to incur  expenses
necessary and advisable for the  administration  of the Trust and is entitled to
be reimbursed for them by the Trust unless reimbursed by some other source,  and
is entitled to receive the fees  described  above.  In addition,  the Trustee is
empowered  to sell  Trust  assets in order to make  funds  available  to pay all
expenses,  and to pay valid  redemption  requests.  

Limitations on Liability of Trustee
     Under the Trust Agreement,  the Trustee is not liable or responsible in any
way for  depreciation or loss incurred by reason of the disposition of any cash,
Gold or Units,  or in respect of any valuation,  or for any action taken in good
faith reliance on prima facie properly  executed  documents,  except in cases of
its willful  misfeasance,  bad faith,  gross negligence or reckless disregard of
its  obligations  and  duties  under the Trust  Agreement.  The  Trustee  is not
personally liable for any taxes or other  governmental  charges imposed upon, or
in respect of, the Trust.


<PAGE>



Succession of Trustee
     If  the  Trustee  becomes  incapable  of  acting  or  becomes  bankrupt  or
insolvent,  or if a receiver of the Trustee or its property is appointed,  or if
its  affairs  are  taken  over  by  public   authorities   for  the  purpose  of
rehabilitation, conservation or liquidation, or if the Trustee ceases to qualify
to act as such,  the Sponsor  may remove the Trustee and appoint a successor  as
provided in the Trust  Agreement.  If the Trustee  resigns (which the Trustee is
permitted to do under the Trust Agreement),  the Sponsor is obligated to appoint
a successor as soon as possible. If upon resignation of the Trustee no successor
has been  appointed  and has accepted the  appointment  within thirty days after
notification,   the  retiring   Trustee  may  apply  to  a  court  of  competent
jurisdiction for the appointment of a successor.

     The resignation or removal of the Trustee  becomes  effective only when the
successor  accepts  its  appointment  as  such  or  when a  court  of  competent
jurisdiction appoints a successor.


Item 11.      Executive Compensation.

              Inapplicable.

Item 12.      Security Ownership of Certain Beneficial Owners and Management.

              Inapplicable.

Item 13.      Certain Relationships and Related Transactions.

              Inapplicable.
                                                      PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K.

              (a)    The following documents are filed as part of this report:

                      l.       Financial Statements.

                               See the Annual Report to Unitholders starting on
                               the following page.

                      2.       Financial Statement Schedules.

                               Inapplicable.

                      3.       Exhibits.

                               See Item 14(c).

              (b)    Reports on Form 8-K.

                     None.

              (c)    Exhibits.

                      1.       See   Exhibits   to   Registrant's   Registration
                               Statement on Form S-1,  filed with the Commission
                               on September 1, 1987, and Amendments No. 1, 2 and
                               3 and  Post-Effective  Amendments No. 1, 2, 3, 4,
                               5, 6 and 7 thereto,  filed with the Commission on
                               June 15, 1988, August 29, 1988,  October 3, 1988,
                               December  29,  1988,  March 30,  1990,  March 25,
                               1991,  March 31, 1992,  March 31, 1993, March 31,
                               1994  and  March  31,  1995,  respectively,   and
                               incorporated herein by this reference.

                     13.       Annual Report to Unitholders.

                     24.1      Consent of Independent Auditors.

                     27.BP     Financial Data Schedule for Bullion Portfolio.

                     27.CP     Financial Data Schedule for Coin Portfolio.

              (d)    Financial Statement Schedules.

                     Inapplicable.



<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Unitholders, Trustee and Sponsor
United States Gold Trust



We have audited the  accompanying  statements of assets and  liabilities  of the
Bullion  Portfolio and the Coin Portfolio,  comprising United States Gold Trust,
as of December 31, 1998 and 1997,  including the schedules of  investments as of
December 31, 1998,  and the related  statements of operations and changes in net
assets for each of the three years in the period ended December 31, 1998 and the
selected  per unit data and  ratios  for each of the  years  since  1994.  These
financial  statements and per unit data and ratios are the responsibility of the
Trust's  management.  Our  responsibility  is to  express  an  opinion  on these
financial statements and per unit data and ratios based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and per unit data
and ratios are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included  confirmation of investments as of December
31, 1998 and 1997, by correspondence with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and selected per unit data and ratios
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Bullion  Portfolio  and the Coin  Portfolio,  comprising  United
States  Gold  Trust,  at  December  31,  1998 and  1997,  the  results  of their
operations  and  changes in their net assets for each of the three  years in the
period  ended  December  31, 1998 and the  selected per unit data and ratios for
each of the years since 1994, in conformity with generally  accepted  accounting
principles.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
March 26, 1999



<PAGE>

                            UNITED STATES GOLD TRUST
                      STATEMENTS OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
                                             Bullion Portfolio                Coin Portfolio
                                       ----------------------------     --------------------------
                                                December 31                     December 31
                                       ----------------------------     --------------------------
                                           1998            1997             1998           1997
                                       -----------      -----------     -----------    -----------

ASSETS
<S>                                     <C>             <C>              <C>             <C>
Investments, at value
  (based on bid side evaluation)
  (cost:  $1,495,233; $1,946,034;
   $2,007,945 and $2,819,351,
   respectively)
  Gold Bullion                         $ 1,169,627      $ 1,544,419     $         -    $         - 
  American Eagle Gold Coins                      -                -       1,582,111      2,240,736 
Cash                                       104,566            9,633          88,793              - 
Due from Sponsor                               858                -               -              - 
                                       -----------      -----------     -----------    ----------- 
  Total Assets                           1,275,051        1,554,052       1,670,904      2,240,736 
                
LIABILITIES    
               
Bank overdraft                                   -                -               -         43,724 
Payable to Sponsor                           2,708            3,645           4,087          5,274 
Payable to Trustee                           2,500            2,500           2,500          2,682 
Other accrued liabilities                        -              486           1,663          1,684 
                                       -----------      -----------     -----------    ----------- 
  Total Liabilities                          5,208            6,631           8,250         53,364 
                                       -----------      -----------     -----------    ----------- 
             
NET ASSETS                             $ 1,269,843      $ 1,547,421     $ 1,662,654    $ 2,187,372 
                                       ===========      ===========     ===========    =========== 
INTEREST OF UNITHOLDERS 
                    
Outstanding Units                          112,377          136,589         147,719        192,084 
                                       ===========      ===========     ===========    =========== 
Redemption Price per Unit   
  (based on bid side evaluation)       $     11.30      $     11.33     $     11.26    $     11.39 
                                       ===========      ===========     ===========    =========== 
Calculation of Offering Price per Unit: 
  Aggregate offering side evaluation   $ 1,279,628      $ 1,560,291     $ 1,694,904    $ 2,220,759 
                                       ===========      ===========     ===========    =========== 
                     
    Divided by outstanding Units       $     11.39      $     11.42     $     11.47    $     11.56 
                                     
  Plus sales charge of 1.96% of Offering 
    Price (2% of net amount invested)          .22              .23             .23            .23 
                                       -----------      -----------     -----------    ----------- 
                           
Offering Price per Unit                $     11.61      $     11.65     $     11.70    $     11.79 
                                       ===========      ===========     ===========    =========== 
</TABLE>                                                                       
                                                                               
                            See accompanying notes.

<PAGE>
<TABLE>
                            UNITED STATES GOLD TRUST
                            SCHEDULE OF INVESTMENTS
                               December 31, 1998
                               Bullion Portfolio
<CAPTION>
                                        Net Weight                       Value
       Refiner                      (Fine troy ounces)      (based on bid side evaluation)
---------------------               ------------------      ------------------------------
<S>                                     <C>                         <C>
DEGUSSA                                   300.557                    $    86,230
ENGELHARD                               1,485.702                        426,248
HANDY & HARMAN                            496.294                        142,387
JOHNSON & MATTHEY                         898.162                        257,683
MATTHEY BISHOP, USA                       199.562                         57,254
PAMP-SUISSE                               696.500                        199,825
                                        ---------                    -----------
Total (identified cost $1,495,233)      4,076.777                    $ 1,169,627
                                        =========                    ===========

</TABLE>





                            See accompanying notes.


<PAGE>
<TABLE>
                            UNITED STATES GOLD TRUST
                            SCHEDULE OF INVESTMENTS
                               December 31, 1998
                                 Coin Portfolio
<CAPTION>
                                                                          Value
                                            Coins             (based on bid side evaluation)
                                          --------            ------------------------------
<S>                                        <C>                          <C>
American Eagle gold coins, one ounce
 (fine weight), $50 denomination
 (identified cost $2,007,945)              5,366                         $1,582,111
                                           =====                         ==========
</TABLE>





                            See accompanying notes.



<PAGE>

                            UNITED STATES GOLD TRUST
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                    Bullion Portfolio                                Coin Portfolio
                                       --------------------------------------------      ------------------------------------------

                                                Year Ended December 31                           Year Ended December 31
                                       --------------------------------------------      ------------------------------------------
                                           1998             1997            1996             1998            1997           1996
                                       -----------      -----------     -----------      -----------     -----------    -----------
<S>                                    <C>              <C>             <C>              <C>             <C>            <C>
Expenses (Note 3):
  Trustee fees                         $     2,500      $     2,500     $     2,500      $     2,500     $     2,682    $     3,932
  Sponsor fees                               2,708            3,645           4,620            4,087           5,274          7,864
  Gold storage fees                          2,688            2,293           3,090            3,908           3,284          5,163
  Professional fees                          4,700            4,650           4,500            4,700           4,650          4,500
  Other                                        500              500             500              500             500            500
                                       -----------      -----------     -----------      -----------     -----------    -----------
  Total expenses                            13,096           13,588          15,210           15,695          16,390         21,959
  Less: amount waived or
    absorbed by Sponsor                      8,193            6,956           6,829            8,298           6,796          7,694
                                       -----------      -----------     -----------      -----------     -----------    -----------

Net investment loss                         (4,903)          (6,632)         (8,381)          (7,397)         (9,594)       (14,265)

Net realized and unrealized gain 
 (loss) on investments (Notes 5 & 6):
  Net realized gain (loss)
    on investments                         (66,165)         (13,136)         21,678         (157,469)        (24,124)        53,901

  Net change in unrealized
    appreciation (depreciation)
    on investments                          76,009         (436,629)       (110,727)         152,781        (626,970)      (214,620)
                                       -----------      -----------     -----------      -----------     -----------    -----------

Net realized and unrealized
  gain (loss) on investments                 9,844         (449,765)        (89,049)          (4,688)       (651,094)      (160,719)
                                       -----------      -----------     -----------      -----------     -----------    -----------

Net increase (decrease) in net
  assets resulting from operations     $     4,941      $  (456,397)    $   (97,430)     $   (12,085)    $  (660,688)   $  (174,984)
                                       ===========      ===========     ===========      ===========     ===========    ===========




</TABLE>




                            See accompanying notes.
<PAGE>

                            UNITED STATES GOLD TRUST
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                    Bullion Portfolio                                Coin Portfolio
                                       --------------------------------------------      -----------------------------------------

                                                Year Ended December 31                           Year Ended December 31
                                       --------------------------------------------      -----------------------------------------
                                           1998            1997             1996              1998            1997         1996
                                       -----------     -----------      -----------      ------------    -----------   -----------
<S>                                    <C>              <C>             <C>              <C>              <C>           <C>
From Operations
  Net investment loss                  $    (4,903)    $    (6,632)     $    (8,381)      $    (7,397)   $    (9,594)  $   (14,265)
  Net realized gain (loss) on
    investments                            (66,165)        (13,136)          21,678          (157,469)       (24,124)       53,901
  Net change in unrealized 
    appreciation (depreciation) on
    investments                             76,009        (436,629)        (110,727)          152,781       (626,970)     (214,620)
                                       -----------     -----------      -----------       -----------    -----------   -----------
 Net increase (decrease) in net
    assets resulting from 
    operations                               4,941        (456,397)         (97,430)          (12,085)      (660,688)     (174,984)

From Unit Transactions
  Redemption of 24,212; 12,357;
    18,649; 44,365; 26,299 and
    66,476 Units, respectively            (282,519)       (157,160)        (282,421)         (512,633)      (344,430)   (1,029,379)
                                       -----------     -----------      -----------       -----------    -----------   -----------
  Net decrease in net
    assets from Unit transactions         (282,519)       (157,160)        (282,421)         (512,633)      (344,430)   (1,029,379)
                                       -----------     -----------      -----------       -----------    -----------   -----------
  Net decrease in net
    assets                                (277,578)       (613,557)        (379,851)         (524,718)    (1,005,118)   (1,204,363)
  Net assets at beginning of year        1,547,421       2,160,978        2,540,829         2,187,372      3,192,490     4,396,853
                                       -----------     -----------      -----------       -----------    -----------   -----------
  Net assets at end of year
    (including accumulated net
     investment loss of $80,339;
     $75,436; $68,804; $116,174;
     $108,777 and $99,183,
     respectively)                     $ 1,269,843     $ 1,547,421      $ 2,160,978       $ 1,662,654    $ 2,187,372   $ 3,192,490
                                       ===========     ===========      ===========       ===========    ===========   ===========

</TABLE>





                            See accompanying notes.

<PAGE>

                            UNITED STATES GOLD TRUST
                        SELECTED PER UNIT DATA AND RATIOS

<TABLE>
<CAPTION>

                                                                   Year Ended December 31 (a)(b)
                       ------------------------------------------------------------------------------------------------------------
                                1998                 1997                  1996                  1995                 1994
                       --------------------  --------------------  --------------------  --------------------- --------------------
                        Bullion     Coin      Bullion     Coin      Bullion     Coin      Bullion     Coin      Bullion     Coin
                       Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio  Portfolio
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value at 
  beginning of year    $   11.33  $   11.39  $   14.51  $   14.62  $   15.16  $   15.44  $   15.06  $   15.30  $   15.43  $   15.69

Net investment loss         (.04)      (.04)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)      (.05)

Net realized and 
  unrealized gain (loss) 
  on investments             .01       (.09)     (3.13)     (3.18)      (.60)      (.77)       .15        .19       (.32)      (.34)
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

Increase (decrease) in 
  net asset value           (.03)      (.13)     (3.18)     (3.23)      (.65)      (.82)       .10        .14       (.37)      (.39)
                       ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------

Net asset value at end 
  of year              $   11.30  $   11.26  $   11.33  $   11.39  $   14.51  $   14.62  $   15.16  $   15.44  $   15.06  $   15.30
                       =========  =========  =========  =========  =========  =========  =========  =========  =========  =========


Ratios to average net assets:
Expenses (c)                .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%       .35%
Net investment loss (c)    (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)     (.35%)

Investment turnover         
  rate                      None       None       None       None       None       None       None      1.69%     14.24%      9.70%

Number of Units outstanding
   at end of year        112,377    147,719    136,589    192,084    148,946    218,383    167,595    284,859    202,173    334,788

Net assets at end of year
  (in thousands)       $   1,270  $   1,663  $   1,547  $   2,187  $   2,161  $   3,192  $   2,541  $   4,397  $   3,044  $   5,121
 
<FN>
Note:

(a)   The selected per unit data was calculated using average net assets during 
      the year.
(b)   The Trust's sole investment activity was to hold Gold, and the Trust had 
      no income.
(c)   During the years ended December 31, 1998,  1997, 1996, 1995  and 1994, the
      Sponsor reimbursed expenses totaling $8,193,  $6,956,  $6,829,  $6,655 and
      $6,852 for the Bullion Portfolio and $8,298,  $6,796,  $7,694,  $7,554 and
      $7,870 for the Coin  Portfolio,  respectively.  Absent the foregoing,  the
      ratios of expenses to average net assets and the ratios of net  investment
      loss to average net assets would have increased to .93%,  .72%, .64%, .58%
      and .56% for the Bullion Portfolio and .74%, .60%, .54%, .51% and .50% for
      the Coin Portfolio, respectively, for the years then ended.


</FN>
</TABLE>

<PAGE>
                            UNITED STATES GOLD TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


1.   Description  of the Trust
     United States Gold Trust (the "Trust") is an investment  trust  established
     under the laws of New York in accordance  with an Agreement and Declaration
     of Trust (the "Trust  Agreement"),  dated August 17, 1988,  between Bullion
     Security Corporation (the "Sponsor") and United States Trust Company of New
     York (the "Trustee").  The Trust, which consists of a Bullion Portfolio and
     a Coin Portfolio (the  "Portfolios"),  commenced  investment  operations on
     August 18, 1988.  On  September  1, 1995,  Chase  Manhattan  Bank,  N.A., a
     subsidiary  of  Chase  Manhattan   Corporation,   acquired  the  securities
     processing business of the Trustee, including the rights and obligations of
     the  Trustee  under  the  Trust  Agreement.  Other  than the  change of the
     Trustee,  no changes were made to the Trust  Agreement or its provisions in
     connection with its acquisition by Chase Manhattan Bank, N.A.

2.   Significant accounting policies
     Value is based on the dealer bid price for wholesale  transactions  at 2:30
     p.m. Eastern Time. 

     On August 18,  1988,  25,000  Units of each  Portfolio  were  issued to the
     Sponsor in return for the deposit of gold bullion and  American  Eagle gold
     coins by the Sponsor.  Additional Units of each Portfolio may be issued, up
     to a maximum  aggregate of 1 million Units in each  Portfolio,  in exchange
     for  additional  deposits of gold bullion and American  Eagle gold coins by
     the  Sponsor.  The deposits  must be made so as not to vary the  underlying
     gold per Unit and net  asset  value per Unit of the  respective  Portfolio.
     Cost to investors  includes a sales  charge  computed at a rate of 1.96% of
     the  Offering  Price  (equivalent  to 2% of the  net  amount  invested).  A
     redeeming  Unitholder  may  elect  to be paid  in  cash at the  Portfolio's
     applicable  redemption  price,  based on the dealer bid price for wholesale
     transactions,  or  in  kind.  No  commissions  are  charged  on  redemption
     transactions.  Organizational  and offering  costs in  connection  with the
     formation of the Trust were borne by the Sponsor. On February 20, 1996, the
     Sponsor  decided to  terminate  the public  offering of Units in the Trust.
     Accordingly,  there  have been no Units of either  Portfolio  issued to the
     Sponsor in return for  deposits  of gold  bullion and  American  Eagle gold
     coins by the Sponsor since that date.

3.   Transactions with affiliates
     Under the Trust Agreement, the Trustee is to receive a fee for its ordinary
     services to the Trust,  payable monthly from the assets of the Trust, at an
     annual  rate equal to .10% of each  Portfolio's  average  daily net assets,
     subject to a minimum fee at the rate of $2,500 per year for each Portfolio.
     The  Sponsor is to receive a fee,  payable  monthly  from the assets of the
     Trust,  at an annual rate equal to .20% of each  Portfolio's  average daily
     net  assets.  The Trust  Agreement  provides  that,  with  respect  to each
     Portfolio, the Sponsor will reimburse the Trustee for each calendar year of
     the Trust, up to 50% of the Sponsor's fee for the year, as may be needed to
     reduce the annual  expense ratio of the  Portfolio to .35%.  During each of
     the  three  years in the  period  ended  December  31,  1998,  the  Sponsor
     voluntarily  reimbursed each Portfolio of the Trust  additional  amounts in
     order to maintain  its  expense  ratio at .35%.  The  Sponsor may  continue
     voluntarily  to make such  additional  reimbursements,  although  it is not
     required to do so, and has in fact  advised the Trustee of its intention to
     discontinue such voluntary reimbursements prospectively. Accordingly, there
     can be no assurance that the future expenses of the Trust can be maintained
     at .35% per year.




                          Continued on following page.

<PAGE>
                            UNITED STATES GOLD TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


     For each of the three years in the period  ended  December  31,  1998,  the
     Trust had no income and made no distributions.  Trustee fees,  Sponsor fees
     and  amounts  waived or  absorbed  by the  Sponsor for the years then ended
     consisted of the following:


<TABLE>
<CAPTION>
                                                   Bullion Portfolio                               Coin Portfolio
                                         -------------------------------------         -------------------------------------
                                            1998          1997          1996              1998          1997          1996
                                         ---------     ---------     ---------         ---------     ---------     ---------
     <S>                                 <C>           <C>           <C>               <C>           <C>           <C>
     Trustee fees                        $   2,500     $   2,500     $   2,500         $   2,500     $   2,682     $   3,932
     Sponsor fees                            2,708         3,645         4,620             4,087         5,274         7,864
     Amounts waived or absorbed 
        by the Sponsor                       8,193         6,956         6,829             8,298         6,796         7,694


</TABLE>

     Pursuant to an  agreement  between the Sponsor and World Money  Securities,
     Inc.  ("WMS"),  a former  affiliate of the Sponsor,  WMS received  from the
     Sponsor a commission equal to 1.96% of the Offering Price of each Unit sold
     by the Trust.  For the years ended  December 31, 1998,  1997 and 1996,  WMS
     received commissions of $0, $0 and $1,167, respectively.  The agreement was
     terminated effective February 29, 1996 due to the liquidation of WMS.

4.   Federal income taxes
     The Trust has  received a ruling from the Internal  Revenue  Service to the
     effect that each  Portfolio  will be treated as a grantor trust for Federal
     income tax purposes and not as an association taxable as a corporation.  As
     a grantor trust,  each  Portfolio will not be treated as a taxable  entity;
     instead,  each Unitholder in a Portfolio will be treated as the owner of an
     undivided  interest in that Portfolio  equal to the  Unitholder's  pro rata
     portion of that Portfolio's assets.

5.   Investments
     There were no  investment  purchases  during the years ended  December  31,
     1998, 1997 and 1996.  Cost of sales of investments and redemptions  in-kind
     for the years then ended were as follows:

<TABLE>
<CAPTION>
                                                   Bullion Portfolio                               Coin Portfolio
                                         -------------------------------------         -------------------------------------
                                            1998          1997          1996              1998          1997          1996
                                         ---------     ---------     ---------         ---------     ---------     ---------
     <S>                                 <C>           <C>           <C>               <C>           <C>           <C>
     Sales                               $ 450,801     $ 146,124     $ 292,382         $ 733,658     $ 292,062     $ 468,043
     Redemptions in-kind                         -             -             -            77,748        62,370       521,870


</TABLE>

     For the years ended  December 31, 1998,  1997 and 1996,  the Coin Portfolio
     incurred net realized  losses of $11,161 and $6,227 and a net realized gain
     of $34,509,  respectively,  for redemptions  in-kind. The Bullion Portfolio
     incurred  no realized  gains or losses on  redemptions  in-kind  during the
     three years then ended. Also during that same period, the Bullion Portfolio
     incurred net realized losses of $66,165 and $13,136 and a net realized gain
     of $21,678,  respectively,  and the Coin  Portfolio  incurred  net realized
     losses  of  $146,308  and  $17,897  and a net  realized  gain  of  $19,392,
     respectively,  on the sale of  investments.  A  realized  gain or loss  for
     Federal  income  tax  purposes  is  recognized  only  upon the sale of gold
     bullion or American  Eagle gold  coins,  either by the Trust (in which case
     the gain or loss would be  allocated to all  Unitholders)or  by a redeeming
     Unitholder  who elects an in-kind  distribution  (in which case the gain or
     loss  would be that of the  redeeming  Unitholder  at the time of  ultimate
     sale).
                          Continued on following page.


<PAGE>
                            UNITED STATES GOLD TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


     Based on the cost of  investments  of  $1,495,233  and  $1,946,034  for the
     Bullion  Portfolio and $2,007,945 and $2,819,351 for the Coin Portfolio for
     Federal  income tax purposes at December  31, 1998 and 1997,  respectively,
     the aggregate  gross and net unrealized  depreciation  on investments  were
     $325,606 and $401,615 for the Bullion  Portfolio  and $425,834 and $578,615
     for the Coin Portfolio, respectively.

6.   Composition of net assets
     At December 31, 1998 and 1997, net assets consisted of the following:

<TABLE>
<CAPTION>
                                                      Bullion Portfolio                        Coin Portfolio
                                              -------------------------------         -------------------------------
                                                    1998            1997                    1998            1997     
                                              --------------   --------------         --------------    -------------
     <S>                                      <C>              <C>                    <C>               <C>     
                                          
       Cost of investments                    $    1,495,233   $    1,946,034         $    2,007,945    $   2,819,351
       Net unrealized depreciation
         on investments                             (325,606)        (401,615)              (425,834)        (578,615)
       Accumulated assets (liabilities) 
         in excess of Trust (liabilities) 
         assets other than investments               100,216            3,002                 80,543          (53,364)
                                              --------------   --------------         --------------    -------------
                                              $    1,269,843   $    1,547,421         $    1,662,654    $   2,187,372
                                              ==============   ==============         ==============    =============
</TABLE>


7.   Year 2000 problem
     The ability of the Trustee to perform its duties and obligations  under the
     Trust Agreement is substantially  dependent on the continued  functionality
     of its computer  system.  The  maintenance of the books and records of each
     Portfolio of the Trust,  including asset pricing,  investment  transactions
     and  Unitholder  accounting,  could be  adversely  affected if the computer
     systems  used  by the  Sponsor  or  Trustee  do not  properly  process  and
     calculate date-related  information and data from and after January 1, 2000
     (the "Year 2000  Problem").  The  Sponsor is taking  what it believes to be
     reasonable  steps to  address  the Year 2000  Problem  as it relates to the
     Trust and has received representations that corollary steps are being taken
     by the Trustee.  At this time,  there can be no assurance  that these steps
     will be sufficient to avoid any adverse impact resulting from the Year 2000
     Problem on the operations of the Trust.


<PAGE>
                                   SIGNATURES


              Pursuant  to  the  requirements  of  Section  13 or  15(d)  of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:  March  31, 1999                     UNITED STATES GOLD TRUST
                                  ----------------------------------------------
                                  By  BULLION SECURITY CORPORATION, its SPONSOR


                                  By       TERRY COXON
                                    --------------------------------------------
                                           Terry Coxon, President


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this  Report has been  signed  below by the  following  persons in the
capacities indicated on March 31, 1999.


           Signature                                  Title
                                              President and Director of 
TERRY COXON                                 Bullion Security Corporation
-----------------------------               (principal executive officer)
TERRY COXON                                       

                                       
MICHAEL J. CUGGINO                   Treasurer of Bullion Security Corporation
-----------------------------       (principal financial and accounting officer)
MICHAEL J. CUGGINO