<PAGE>   1
 
                                 UNITED STATES
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                            ------------------------
 
                                   FORM 10-K
 
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
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             FOR THE FISCAL YEAR ENDED                            COMMISSION FILE NUMBER
                 DECEMBER 31, 1998                                        0-20469
</TABLE>
 
                            ------------------------
 
                             U.S. TRUST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                        <C>
                 NEW YORK                                  13-3818952
     (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)
 
 114 WEST 47TH STREET, NEW YORK, NEW YORK                    10036
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 852-1000
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
         Common Shares, Par Value $1 Per Share, Nasdaq National Market
         (Title of Class and name of each exchange on which registered)
 
     Rights to Purchase Series A Participating Cumulative Preferred Shares,
                             Nasdaq National Market
         (Title of Class and name of each exchange on which registered)
                            ------------------------
 
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. [ ]
 
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 CFR 230.405.)
 
                     $1,357,621,223 as of January 31, 1999
 
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
 
   18,597,551 Common Shares, Par Value $1 Per Share, as of January 31, 1999.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 1998 are incorporated by reference into Parts I and II. Portions of the
Definitive Proxy Statement for the Annual Meeting of Shareholders to be held
April 27, 1999 are incorporated by reference into Part III.
 

<PAGE>   2
 
                           10-K CROSS-REFERENCE INDEX
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                                                                               Page
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PART I
Item 1     Business....................................................  38-48, 55-57,(a)
Item 2     Properties..................................................            48,(a)
Item 3     Legal Proceedings...........................................            48,(a)
Item 4     Submission of Matters to a Vote of Security Holders.........               (b)
PART II
Item 5     Market for Registrant's Common Equity and Related
           Stockholder Matters.........................................            74,(a)
Item 6     Selected Financial Data.....................................            76,(a)
Item 7     Management's Discussion and Analysis of Financial Condition
           and Results of Operations...................................         37-49,(a)
Item 7A    Quantitative and Qualitative Disclosures About Market
           Risk........................................................     45-46, 64,(a)
Item 8     Financial Statements and Supplementary Data.................         50-74,(a)
Item 9     Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure....................................               (b)
PART III
Item 10    Directors and Executive Officers of the Registrant..........        81,(a),(c)
Item 11    Executive Compensation......................................               (c)
Item 12    Security Ownership of Certain Beneficial Owners and
           Management..................................................               (c)
Item 13    Certain Relationships and Related Transactions..............               (c)
PART IV
Item 14    Exhibits, Financial Statement Schedules, and Reports on Form
           8-K.........................................................         84-87,(d)
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</TABLE>
 
(a) Incorporated by reference to the Annual Report to Shareholders for the
    fiscal year ended December 31, 1998.
 
(b) Nothing to report.
 
(c) Incorporated by reference to the definitive Proxy Statement for the Annual
    Meeting of Shareholders to be held April 27, 1999.
 
(d) Reports on Form 8-K: Nothing to report. Other schedules are omitted because
    the required information either is not applicable or is not present in
    amounts sufficient to require submission of schedule.
 
                                       2
<PAGE>   3
 
                                    EXHIBITS
                               INDEX OF EXHIBITS
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<TABLE>
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Exhibit No.                                Item
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<C>            <S>
    3.1        Restated Certificate of Incorporation of the Corporation,
               filed as Exhibit 4(b) to the Corporation's Registration
               Statement on Form S-8 (Registration No. 33-62371).(1)
 
    3.2        By-Laws of the Corporation, filed as Appendix II to the
               Corporation's Registration Statement on Form 10 dated
               February 9, 1995.(1)
 
    4          Note: The exhibits filed herewith do not include the
               instruments with respect to long-term debt of the
               Corporation and its subsidiaries, inasmuch as the total
               amount of debt authorized under any such instrument does not
               exceed 10% of the total assets of the Corporation and its
               subsidiaries on a consolidated basis. The Corporation
               agrees, pursuant to Item 601 (b)(4)(iii) of Regulation S-K,
               that it will furnish a copy of any such instrument to the
               Securities and Exchange Commission upon request.
 
    4.1        Rights Agreement, dated as of September 1, 1995, between the
               Corporation and First Chicago Trust Company of New York, as
               Rights Agent, filed on September 5, 1995 as Exhibit 1 to the
               Corporation's Registration Statement on Form 8-A for the
               registration under Section 12(g) of the Securities Exchange
               Act of 1934 of Rights to Purchase the Corporation's Series A
               Participating Cumulative Preferred Shares (the "8-A").(1)
 
    4.2        Specimen certificate representing Rights to Purchase the
               Corporation's Series A Participating Cumulative Preferred
               Shares, filed on September 5, 1995 as Exhibit B to Exhibit 1
               to the 8-A.(1)
 
   10.1        Sublease agreement, dated September 1, 1995, between The
               Chase Manhattan Bank (National Association), as Sublessor,
               and United States Trust Company of New York (the "Trust
               Company"), as Sublessee, covering space at 770 Broadway, New
               York, New York, filed as Exhibit 10.1 to the Corporation's
               Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1995 (the "1995 10-Q").(1)
 
   10.2        Lease, dated as of September 10, 1987, between 46-47
               Associates, as Lessor, and the predecessor to the Trust
               Company ("USTNY"), as Lessee, covering space at 114 West
               47th Street, New York, New York; letters modifying the terms
               of such Lease dated, respectively, September 10, 1987 and
               October 2, 1989; Subordination Agreement dated as of
               September 10, 1987 between USTNY and 1133 Building Corp.
               subordinating to such Lease a ground lease with respect to
               the property subject to such Lease; Right of First Refusal
               dated as of September 10, 1987 between USTNY and the Lessor
               respecting the construction of an annex (at 130 West 47th
               Street, New York, New York) adjacent to the property subject
               to such Lease and which annex is to be subject to such
               Lease; and Agreement dated as of September 10, 1987 among
               USTNY, the Lessor and 1155 Office Building Corp. under which
               USTNY and the Lessor may exercise an option to purchase
               property (at 132 West 47th Street, New York, New York)
               contiguous to the property subject to such Lease, all filed
               as Exhibit (10)(k) to the former U.S. Trust Corporation's
               ("UST") Annual Report on Form 10-K (Commission File No.
               0-8709) for the fiscal year ended December 31, 1989.(1)
</TABLE>
 
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(1) Incorporated herein by reference.
 
                                       3
<PAGE>   4
                        INDEX OF EXHIBITS -- (CONTINUED)
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Exhibit No.                                Item
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<C>            <S>
   10.3        Lease modification agreement dated December 7, 1987, between
               46-47 Associates, as Lessor, and USTNY, as Lessee;
               Modification of Annex Agreement dated December 7, 1987,
               between 46-47 Associates and USTNY; Modification of Right of
               First Refusal Agreement dated December 7, 1987, between 1133
               Building Corp. and USTNY, filed as Exhibit 10.5 to UST's
               Annual Report on Form 10-K (Commission File No. 0-8709) for
               the fiscal year ended December 31, 1993 (the "1993
               10-K").(1)
 
   10.4        Confirmation and Clarification Agreement dated March 10,
               1992, between 46-47 Associates, as Lessor, and USTNY, as
               Lessee, amending the lease agreement dated September 10,
               1987, filed as Exhibit 10.6 to the 1993 10-K.(1)
 
   10.5        Clarification of Lease Modification Agreement dated March
               24, 1992, between 46-47 Associates, as Lessor, and USTNY as
               Lessee; Clarification of Right of First Refusal Agreement
               dated March 24, 1992, between 1133 Building Corp. and USTNY;
               Termination of Annex Agreement dated March 24, 1992, between
               46-47 Associates and USTNY; Agreement dated March 24, 1992,
               between 46-47 Associates and USTNY; Grant of Easement and
               Zoning Lot and Development Agreement dated March 24, 1992,
               between 46-47 Associates and 1133 Building Corp., and
               Indenture dated March 24, 1992, between 46-47 Associates and
               David Puchall, filed as Exhibit 10.7 to the 1993 10-K.(1)
 
   10.6        Second Lease Modification Agreement dated May 10, 1993,
               between 46-47 Associates, as Lessor, and USTNY, as Lessee,
               amending the lease agreement dated September 10, 1987 (see
               Exhibit 10.2 above), filed as Exhibit 10.8 to the 1993
               10-K.(1)
 
   10.7        License agreement between 46-47 Associates and USTNY for
               space in Cellar 201 at 114 West 47th Street, New York, New
               York, filed as Exhibit 10.9 to UST's Annual Report on Form
               10-K (Commission File No. 0-8709) for the fiscal year ended
               December 31, 1994.(1)
 
   10.8        Third Lease Modification Agreement dated September 1, 1997,
               between 46-47 Associates L.L.C., as Lessor and the Trust
               Company, as Lessee, amending the lease agreement dated
               September 10, 1987 (see Exhibit 10.2 above).
 
   10.9        Fourth Lease Modification Agreement dated August 31, 1998,
               between 46-47 Associates L.L.C., as Lessor and the Trust
               Company, as Lessee, amending the lease agreement dated
               September 10, 1987 (see Exhibit 10.2 above).
 
   10.10       Agreement of Lease dated December 21, 1998, between Newport
               Office Center III Company LLC, as Lessor, and U.S. Trust
               Company of New Jersey, as Lessee, for space in the Newport
               Office Center in Jersey City, New Jersey.
 
   10.11       Services Agreement between USTNY and the Trust Company,
               dated September 1, 1995, filed as Exhibit 2.6 to Amendment
               No. 1, dated December 27, 1995 to the 1995 10-Q.(1)
 
               EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
   10.12       U.S. Trust Corporation Stock Plan for Non-Officer Directors,
               as amended and restated effective as of September 1, 1995,
               filed as Exhibit 10.8 to the 1995 10-Q.(1)
</TABLE>
 
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(1) Incorporated herein by reference.
 
                                       4
<PAGE>   5
                        INDEX OF EXHIBITS -- (CONTINUED)
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Exhibit No.                                Item
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   10.13       1989 Stock Compensation Plan and Predecessor Plans of the
               Corporation, as amended and restated through July 1, 1997,
               filed as Exhibit 10.9 to the Corporation's Quarterly Report
               on Form 10-Q for the quarter ended March 31, 1997.(1)
 
   10.14       Amendment, effective January 1, 1998, to the 1989 Stock
               Compensation Plan and Predecessor Plans of the Corporation,
               as amended and restated through July 1, 1997.
 
   10.15       Benefit Equalization Plan of the Corporation, as amended and
               restated effective as of January 1, 1997, filed as Exhibit
               10.10 to the Corporation's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1997.(1)
 
   10.16       Amendment, effective April 28, 1998, to the Benefit
               Equalization Plan of the Corporation, as amended and
               restated effective as of January 1, 1997.
 
   10.17       Amendment, effective January 1, 1999, to the Benefit
               Equalization Plan of the Corporation, as amended and
               restated effective as of January 1, 1997 and amended
               effective April 28, 1998.
 
   10.18       Board Members' Deferred Compensation Plan of the
               Corporation, as amended and restated through January 1,
               1997, filed as Exhibit 10.12 to the Corporation's Quarterly
               Report on Form 10-Q for the quarter ended March 31, 1997.(1)
 
   10.19       Amendment, effective April 28, 1998, to the Board Members'
               Deferred Compensation Plan of the Corporation, as amended
               and restated through January 1, 1997.
 
   10.20       Incentive Award Plan of the Trust Company and Affiliated
               Companies as amended and restated effective as of September
               1, 1995, filed as Exhibit 10.14 to the 1995 10-Q.(1)
 
   10.21       1995 Annual Incentive Plan of the Trust Company and
               Affiliated Companies, as amended and restated effective
               January 1, 1996, filed as Exhibit 10.15 to the Corporation's
               Annual Report on Form 10-K for the fiscal year ended
               December 31, 1996 (the "1996 10-K").(1)
 
   10.22       Amendment, effective January 1, 1999, to the 1995 Annual
               Incentive Plan of the Trust Company and Affiliated
               Companies, as amended and restated effective January 1,
               1996.
 
   10.23       1990 Change in Control and Severance Policy for Top Tier
               Officers of the Trust Company and Affiliated Companies as
               amended and restated effective as of October 22, 1996, filed
               as Exhibit 10.16 to the 1996 10-K.(1)
 
   10.24       1990 Change in Control and Severance Policy for Officers and
               Employees of the Trust Company and Affiliated Companies as
               amended and restated effective as of October 22, 1996, filed
               as Exhibit 10.17 to the 1996 10-K.(1)
 
   10.25       Executive Deferred Compensation Plan of the Corporation, as
               amended and restated through July 1, 1997, filed as Exhibit
               10.18 to the Corporation's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1997.(1)
 
   10.26       Amendment, effective April 28, 1998, to the Executive
               Deferred Compensation Plan of the Corporation, as amended
               and restated effective through July 1, 1997.
</TABLE>
 
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(1) Incorporated herein by reference.
 
                                       5
<PAGE>   6
                        INDEX OF EXHIBITS -- (CONTINUED)
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<TABLE>
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Exhibit No.                                Item
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<C>            <S>
   10.27       Amendment, effective January 1, 1999, to the Executive
               Deferred Compensation Plan of the Corporation, as amended
               and restated effective through July 1, 1997 and amended
               effective April 28, 1998.
   10.28       Executive Incentive Plan of the Corporation, as adopted
               effective January 1, 1997, filed as Exhibit 10.19 to the
               Corporation's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.(1)
   10.29       Amendment, effective January 1, 1999, to the Executive
               Incentive Plan of the Corporation, as adopted effective
               January 1, 1997.
   10.30       1995 Stock Option Plan of the Corporation, as amended and
               restated effective November 1, 1996, filed as Exhibit 10.20
               to the 1996 10-K.(1)
   10.31       Agreements re supplemental retirement benefits for H.
               Marshall Schwarz, Jeffrey S. Maurer and Frederick B. Taylor,
               as amended and restated as of August 29, 1995, filed as
               Exhibit 10.21 to the 1995 10-Q.(1)
   10.32       Deferred Restricted Unit Plan of the Corporation, as adopted
               effective January 1, 1997, filed as Exhibit 10.22 to the
               Corporation's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.(1)
   10.33       Amendment, effective January 1, 1998, to the Deferred
               Restricted Unit Plan of the Corporation, as adopted
               effective January 1, 1997.
   10.34       Form of Benefits Protection Agreement for H. Marshall
               Schwarz, Jeffrey S. Maurer and Frederick B. Taylor, filed as
               Exhibit 10.23 to the Corporation's Quarterly Report on Form
               10-Q for the quarter ended June 30, 1997.(1)
   10.35       Form of Benefits Protection Agreement, filed as Exhibit
               10.24 to the Corporation's Quarterly Report on Form 10-Q for
               the quarter ended June 30, 1997.(1)
   10.36       Benefits Protection Agreement for Maribeth S. Rahe, filed as
               Exhibit 10.25 to the Corporation's Quarterly Report on Form
               10-Q for the quarter ended June 30, 1997.(1)
   13          1998 Annual Report to Shareholders
   21          List of Subsidiaries of the Corporation
   23          Consent of Independent Accountants
   27          Financial Data Schedule
</TABLE>
 
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(1) Incorporated herein by reference.
 
     The Corporation will furnish copies of any and all exhibits to this Form
10-K without charge to stockholders requesting such information.
 
     This Report has been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission, and the financial statements have
been prepared in accordance with such rules and regulations and with generally
accepted accounting principles, by officers and employees of the Corporation and
its affiliates. This has been done under the general supervision of Richard E.
Brinkmann, Comptroller and Chief Planning Officer, who has executed this Report
on the Corporation's behalf. It has been reviewed by other operating and staff
personnel of the Corporation and such affiliates and by counsel. The
consolidated financial statements have been audited by PricewaterhouseCoopers
LLP, independent certified public accountants, as indicated in their report.
 
     This Report contains much detailed information, of which the various
signatories cannot and do not have independent personal knowledge. The
signatories believe, however, that the preparation and review process summarized
above are such as ordinarily to afford reasonable assurance of compliance with
applicable requirements.
 
                                       6
<PAGE>   7
 
                                   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.
 
                                       U. S. TRUST CORPORATION
                                       (Registrant)
 
                                       By: /s/ RICHARD E. BRINKMANN
                                         ---------------------------------------
                                           Richard E. Brinkmann
                                         Comptroller and Chief Planning Officer
                                         Dated: March 10, 1999
 
     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.
 
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<CAPTION>
                     Signature                                        Title                     Date
                     ---------                                        -----                     ----
<S>                                                      <C>                               <C>
 
/s/ H. MARSHALL SCHWARZ                                       Chairman of the Board        March 10, 1999
---------------------------------------------------            and Director (Chief
    H. Marshall Schwarz                                         Executive Officer)
 
/s/ JOHN L. KIRBY                                              Treasurer and Chief         March 10, 1999
---------------------------------------------------             Financial Officer
    John L. Kirby
 
/s/ RICHARD E. BRINKMANN                                         Comptroller and           March 10, 1999
---------------------------------------------------           Chief Planning Officer
    Richard E. Brinkmann                                    (Chief Accounting Officer)
 
/s/ ELEANOR BAUM                                                     Director              March 10, 1999
---------------------------------------------------
    Eleanor Baum
 
/s/ SAMUEL C. BUTLER                                                 Director              March 10, 1999
---------------------------------------------------
    Samuel C. Butler
 
/s/ PETER O. CRISP                                                   Director              March 10, 1999
---------------------------------------------------
    Peter O. Crisp
 
/s/ PHILIPPE DE MONTEBELLO                                           Director              March 10, 1999
---------------------------------------------------
    Philippe de Montebello
 
/s/ ROBERT E. DENHAM                                                 Director              March 10, 1999
---------------------------------------------------
    Robert E. Denham
 
/s/ ANTONIA M. GRUMBACH                                              Director              March 10, 1999
---------------------------------------------------
    Antonia M. Grumbach
 
/s/ FREDERIC C. HAMILTON                                             Director              March 10, 1999
---------------------------------------------------
    Frederic C. Hamilton
 
/s/ PETER L. MALKIN                                                  Director              March 10, 1999
---------------------------------------------------
    Peter L. Malkin
</TABLE>
 
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<CAPTION>
                     Signature                                        Title                     Date
                     ---------                                        -----                     ----
<S>                                                      <C>                               <C>
/s/ JEFFREY S. MAURER                                                Director              March 10, 1999
---------------------------------------------------
    Jeffrey S. Maurer
 
/s/ DAVID A. OLSEN                                                   Director              March 10, 1999
---------------------------------------------------
    David A. Olsen
 
/s/ CARL H. PFORZHEIMER III                                          Director              March 10, 1999
---------------------------------------------------
    Carl H. Pforzheimer III
 
/s/ MARIBETH S. RAHE                                                 Director              March 10, 1999
---------------------------------------------------
    Maribeth S. Rahe
 
/s/ PHILIP L. SMITH                                                  Director              March 10, 1999
---------------------------------------------------
    Philip L. Smith
 
/s/ JOHN HOYT STOOKEY                                                Director              March 10, 1999
---------------------------------------------------
    John Hoyt Stookey
 
/s/ FREDERICK B. TAYLOR                                              Director              March 10, 1999
---------------------------------------------------
    Frederick B. Taylor
 
/s/ ROBERT N. WILSON                                                 Director              March 10, 1999
---------------------------------------------------
    Robert N. Wilson
 
/s/ RUTH A. WOODEN                                                   Director              March 10, 1999
---------------------------------------------------
    Ruth A. Wooden
</TABLE>
 
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