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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                 ---------------

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED                      COMMISSION FILE NUMBER
             DECEMBER 31, 1998                                  0-20469
                                 ---------------

                             U.S. TRUST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  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)

       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.
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         The following amendment to Item 8 "Financial Statements and
Supplementary Data" is for the sole purpose of adding the city and state of the
independent accountant's office to the Report of Independent Accountants
included in Exhibit 13 to the Form 10-K for the fiscal year ended December 31,
1998. No other change was made to Item 8 "Financial Statements and
Supplementary Data".



    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)

    Dated: April 28, 2000          By: /s/ RICHARD E. BRINKMANN
                                      --------------------------------
                                        Richard E. Brinkmann
                                        Comptroller and Chief Planning Officer





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