SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      ------------------------------------


                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended April 30, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Transition Period from ______ to ______
                         Commission File Number 0-24856


                      ------------------------------------


                     UST PRIVATE EQUITY INVESTORS FUND, INC.
             (Exact name of Registrant as specified in its charter)


               MARYLAND                                    13-3786385
   (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                     Identification No.)



                              114 West 47th Street
                             New York, NY 10036-1332
          (Address of principal executive offices, including zip code)

                                 (212) 852-1000
                     (Telephone number, including area code)


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   /  /

As of April 30, 1997, there were 40,463 shares of the Registrant's Common Stock,
$.001 par value, outstanding.


604208.1

<PAGE>



                     UST PRIVATE EQUITY INVESTORS FUND, INC.

This  Quarterly  Report  on  Form  10-Q  contains  historical   information  and
forward-looking  statements.  Statements looking forward in time are included in
this  Form  10-Q  pursuant  to the  "safe  harbor"  provisions  of  the  Private
Securities  Litigation  Reform Act of 1995. They involve known and unknown risks
and  uncertainties  that may cause the Company's  actual  results to differ from
future   performance   suggested  herein.  In  the  context  of  forward-looking
information provided in this Form 10-Q and in other reports, please refer to the
discussion  of risk  factors  detailed  in,  as well  as the  other  information
contained in, the Company's filings with the Securities and Exchange  Commission
during the past 12 months.



          INDEX                                                       PAGE NO.

PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements (Unaudited).

          Portfolio of  Investments  as of April 30, 1997  (Unaudited)
          and October 31, 1996.

          Statement  of Assets and  Liabilities  as of April 30,  1997
          (Unaudited) and October 31, 1996.

          Statement  of  Operations  for the three month  period ended
          April 30, 1997  (Unaudited) and the three month period ended
          April 30, 1996 (Unaudited).

          Statement  of  Changes  in Net  Assets  for the three  month
          period ended April 30, 1997 and the three month period ended
          April 30, 1996 (Unaudited).

          Notes to Financial Statements (Unaudited).

  Item 2. Management's  Discussion and Analysis of Financial Condition
          and Results of Operations

  Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings

  Item 2. Changes in Securities

  Item 3. Defaults upon Senior Securities

  Item 4. Submission of Matters to a Vote of Securityholders

  Item 5. Other Information

  Item 6. Exhibits and Reports on Form 8-K

SIGNATURES



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<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements (Unaudited).

<TABLE>
<CAPTION>

UST Private Equity Investors Fund, Inc.                                                  Fiscal Year End:  October 31, 1997
Portfolio of Investments                                                                     Quarter Ended:  April 30, 1997
---------------------------------------------------------------------------------------------------------------------------

                                                            April 30, 1997                       October 31, 1996
                                                             (unaudited)
                                                    -------------------------------     -----------------------------------
PORTFOLIO STRUCTURE

<S>                                                <C>                  <C>            <C>                   <C>   
      PORTFOLIO COMPANIES                          $      21,912,336         50.77%    $        8,789,423            20.58%
      PRIVATE FUNDS                                        3,542,017          8.21%             2,151,372             5.04%
      SHORT-TERM INVESTMENTS:

         Commercial Paper                                  9,690,064         22.46%            13,599,186            31.83%

         Corporate Bonds                                   2,241,662          5.19%             9,937,594            23.26%

         U.S. Government & Agency Obligations                996,065          2.31%             5,483,053            12.83%

         Other Short-term Investments                      4,329,857         10.03%             2,802,551             6.56%
                                                    ----------------    -----------     -----------------    --------------

TOTAL INVESTMENTS                                         42,712,001         98.97%            42,763,179           100.10%
OTHER ASSETS & LIABILITIES (NET)                             444,965          1.03%              (43,559)            -0.10%
                                                    ----------------    -----------     -----------------    --------------

NET ASSETS                                         $      43,156,966        100.00%    $       42,719,620           100.00%
                                                    ================    ===========     =================    ==============

</TABLE>




604208.1

<PAGE>


<TABLE>
<CAPTION>


UST Private Equity Investors Fund, Inc.                        Fiscal Year End:  October 31, 1997
Statement of Assets and Liabilities                                Quarter Ended:  April 30, 1997
-------------------------------------------------------------------------------------------------

                                                           April 30, 1997
ASSETS                                                      (unaudited)       October 31, 1996
------------------------------------------------------  -------------------   ----------------

<S>                                                      <C>                    <C>         
Investment Securities, at Cost                           $    39,788,735        $ 41,484,579
                                                         ===============        ============

Investment Securities, at Value                               42,712,001          42,763,179


Cash                                                             327,531                 101
Interest Receivable                                              180,643             514,760
Prepaid Assets                                                    74,934              37,029
Unamortized Organization Costs                                    19,511              22,480

          TOTAL ASSETS                                        43,314,620          43,337,549
                                                         ---------------        ------------

LIABILITIES
-------------------------------------------------

Payable for Investments Purchased                                     --             477,950
Managing Investment Advisory Fees Payable                         86,306              36,658
Administration & Shareholder Servicing Fees Payable               15,438              14,695
Directors Fees Payable                                            14,877              30,000
Accrued Expenses and Other Payables                               41,033              58,626
                                                         ---------------        ------------

          TOTAL LIABILITIES                                      157,654             617,929
                                                         ---------------        ------------

NET ASSETS                                               $    43,156,966        $ 42,719,620
                                                         ===============        ============



NET ASSETS CONSIST OF
-------------------------------------------------

Accumulated Undistributed Net Investment Income          $      130,798         $  1,283,634
Accumulated Net Realized Gain (Loss) on Investments             (12,048)              43,640
Net Unrealized Appreciation/(Depreciation) of Investments      2,923,266           1,278,600
Allowance for Management Incentive                               (3,159)             (4,363)
Par Value                                                            405                 405
Paid In Capital in Excess of Par Value                        40,117,704          40,117,704
                                                         ---------------        ------------

          TOTAL NET ASSETS                               $    43,156,966        $ 42,719,620
                                                         ===============        ============

Shares of Common Stock Outstanding                                40,463              40,463
                                                         ---------------        ------------

NET ASSET VALUE PER SHARE                                $      1,066.58        $   1,055.77
                                                         ===============        ============
</TABLE>


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<PAGE>



<TABLE>
<CAPTION>


UST Private Equity Investors Fund, Inc.                                                      Fiscal Year End:  October 31, 1997
Statement of Operations (unaudited)                                                              Quarter Ended:  April 30, 1997
-------------------------------------------------------------------------------------------------------------------------------

                                                                                  Fiscal                          Prior Fiscal
                                                           Quarter Ended       Year To Date      Quarter Ended    Year To Date
INVESTMENT INCOME                                          April 30, 1997     April 30, 1997    April 30, 1996   April 30, 1996
                                                        -------------------- ----------------- ----------------- --------------

<S>                                                   <C>                  <C>               <C>               <C>             
Interest Income                                       $       251,654      $      605,945    $        500,610  $      1,073,064
                                                        -------------        ------------      --------------    --------------

          TOTAL INCOME                                        251,654             605,945             500,610         1,073,064
                                                        -------------        ------------      --------------    --------------


EXPENSES

Management Investment Advisory Fees                           136,471             262,808              82,386           152,815
Administrative Fees & Shareholder Servicing Fees               14,674              29,842              12,383            25,347
Custodial Fees                                                  2,109               4,209               1,002             2,015
Legal Fees                                                     35,261              58,835               8,522            20,948
Audit and Other Professional Service Fees                       6,803              13,734               5,941            12,854
Directors' Fees and Expenses                                    7,315              14,876               7,378            14,919
Shareholder Reports                                             2,926               5,951               2,676             6,304
Organization Expenses                                           1,461               2,972               1,476             2,988
Insurance Expense                                              18,337              37,292              18,493            37,395
Miscellaneous Expenses                                             --                  --                  --               251
                                                        -------------        ------------      --------------    --------------

          TOTAL EXPENSES                                      225,357             430,519             140,257           275,836

Fees Waived and Reimbursed by Advisor                        (53,717)           (101,530)            (43,823)         (100,671)
                                                        -------------        ------------      --------------    --------------

          NET EXPENSES                                        171,640             328,989              96,434           175,165
                                                        -------------        ------------      --------------    --------------

NET INVESTMENT INCOME                                 $        80,014      $      276,956             404,176           897,899
                                                        -------------        ------------      --------------    --------------


REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS


Net Realized Gain/(Loss) on Security Transactions     $            --      $     (12,048)    $            121  $          (521)

Change in Unrealized Appreciation / (Depreciation)
  on Investments                                            1,418,516           1,644,666            (57,388)          (35,757)
                                                        -------------        ------------      --------------    --------------

NET REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS                                            1,418,516           1,632,618            (57,267)          (36,278)

Change in Management Incentive Fee                                 --               1,204                  --                --
                                                        -------------        ------------      --------------    --------------

NET INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS                                     $     1,498,530      $    1,910,778    $        346,909  $        861,621
                                                        =============        ============      ==============    ==============

</TABLE>


604208.1

<PAGE>


<TABLE>
<CAPTION>


UST Private Equity Investors Fund, Inc.                                                         Fiscal Year End:  October 31, 1997
Statement of Changes in Net Assets (unaudited)                                                      Quarter Ended:  April 30, 1997
----------------------------------------------------------------------------------------------------------------------------------

                                                                                Fiscal                            Prior Fiscal
                                                       Quarter Ended         Year To Date       Quarter Ended     Year To Date
                                                       April 30, 1997        April 30, 1997     April 30, 1996    April 30, 1996
                                                       ------------------------------------------------------------------------

OPERATIONS:

<S>                                                   <C>               <C>                 <C>                <C>             
Net Investment Income                                 $      80,014     $         276,956   $         404,176  $        897,899
Net Realized Gain (Loss) on Investments                          --              (12,048)                 121             (521)
Change in Unrealized Appreciation / (Depreciation)
   on Investments                                         1,418,516             1,644,666            (57,388)          (35,757)
Change in Allowance for Management Incentive Fee                 --                 1,204                  --                --
                                                       ------------       ---------------    ----------------    --------------

Net Increase in Net Assets
   Resulting From Operations                              1,498,530             1,910,778             346,909           861,621

DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                       --           (1,429,792)                  --         (389,452)
From Net Realized Gain on Investments                            --              (43,640)                  --                --
                                                       ------------       ---------------    ----------------    --------------

NET INCREASE IN NET ASSETS                                1,498,530               437,346             346,909           472,169

NET ASSETS:
   Beginning of Period                                   41,658,436            42,719,620          40,277,699        40,152,439
                                                       ------------       ---------------    ----------------    --------------

   End of Period                                      $  43,156,966     $      43,156,966   $      40,624,608        40,624,608
                                                       ============       ===============    ================    ==============
</TABLE>


604208.1

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UST Private Equity Investors Funds, Inc.   Fiscal Year Ended:  October 31, 1997
Notes to Financial Statements                    Quarter Ended:  April 30, 1997
-------------------------------------------------------------------------------



1.   Significant Accounting Policies

     UST Private Equity  Investors Fund,  Inc. (the "Company") was  incorporated
under the laws of the State of Maryland on September  16, 1994 and is registered
under the Securities Act of 1933, as amended,  as a non-diversified,  closed-end
management  investment  company  which has  elected  to be treated as a business
development  company under the Investment  Company Act of 1940, as amended.  The
Company commenced operations on August 1, 1995.

     Certain  information  and  footnote  disclosures  normally  included in the
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted.  Reference is made to the Company's
annual report  included in Form 10-K as filed with the  Securities  and Exchange
Commission for the Notes to the Financial Statements that remain unchanged.

     The  following  is  a  summary  of  the  Company's  significant  accounting
policies.

     (a) Portfolio valuation:

     The Company values portfolio  securities  quarterly and at other such times
as, in the Board of  Directors'  view,  circumstances  warrant.  Investments  in
unrestricted securities that are traded on a recognized stock exchange or on the
national securities market are valued at the last sale price for such securities
on the valuation date.  Short-term debt instruments with remaining maturities of
60 days or less are valued at amortized cost, which  approximates  market value.
Securities  and  other  assets  for  which  market  quotations  are not  readily
available or that are restricted are valued,  pursuant to guidelines  adopted by
the Investment Advisor, under the supervision of the Board of Directors.

     (b) Federal income taxes:

     It is the policy of the  Company  to  continue  to qualify as a  "regulated
investment  company"  under  Subchapter  M of  the  Internal  Revenue  Code  and
distribute  substantially  all  of  its  taxable  income  to  its  shareholders.
Therefore, no federal income or excise tax provision is required.

2.   Purchases and Sales of Securities

     Purchase and sales of securities for the three month period ended April 30,
1997, excluding short-term  investments,  for the Company aggregated  $3,831,121
and  $2,000,000,  respectively.  At April 30, 1997, the Company had  outstanding
investment commitments totaling $8,457,983.

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<PAGE>



Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of Operations.

Results of Operations
---------------------

THREE-MONTH PERIOD ENDED APRIL 30, 1997 AS COMPARED 
TO THE SIMILAR PERIOD IN 1996

The  Company's net asset value per common share was $1,066.58 at April 30, 1997,
up $37.04 per share from the net asset value per common  share of  $1,029.54  at
January  31,  1997.  This  increase  was the  result  of  appreciation  on three
companies,  Corsair  Corporation,  Cardiopulmonary  and  Rental  Services  Corp.
Corsair and Cardiopulmonary received additional financings at higher valuations.
Rental  Services'  position  is no longer  valued at a  discount  now that it is
freely  tradeable.  The Company's net asset value per common share was $1,003.99
at April 30, 1996,  up $8.57 per share from the net asset value per common share
of $995.42 at January 31, 1996.

Realized and Unrealized Gains and Losses from Portfolio Investments
-------------------------------------------------------------------

For the three  months  ended  April 30,  1997 and 1996,  the  Company  had a net
realized  gain/(loss)  from  investments of $0 and $121,  respectively.  For the
three  months  ended  April 30,  1997 and 1996,  the Company had a net change in
unrealized   appreciation/(depreciation)   on   investments  of  $1,418,516  and
$(57,388), respectively.

Investment Income and Expenses
------------------------------

For the three months ended April 30,  1997,  the Company had interest  income of
$251,654,  and net operating  expenses of $171,640,  resulting in net investment
income of $80,014 as compared to interest income of $500,610,  and net operating
expenses of $96,434,  resulting  in net  investment  income of $404,176  for the
quarter  ended April 30,  1996.  The primary  reason for the decline in interest
income was the decline of assets invested in short-term instruments and increase
in assets invested in private companies and private funds.

United  States Trust  Company of New York (the  "Managing  Investment  Adviser")
provides  investment  management and  administrative  services  required for the
operation  of the Company.  In  consideration  of the  services  rendered by the
Managing  Investment  Adviser,  the Company pays a  management  fee based upon a
percentage of the net assets of the Company invested or committed to be invested
in  certain  types  of  investments  and an  incentive  fee  based  in part on a
percentage of realized capital gains of the Company.  Such fee is determined and
payable quarterly.  For the quarter ended April 30, 1997 and April 30, 1996, the
Managing  Investment  Adviser earned  $136,471,  and $82,386 in management fees,
respectively.  For the same periods,  the Managing Investment Adviser reimbursed
other operating  expenses of the Company in the amount of $53,717 and $43,823 as
a result of  expenses  incurred  in excess of those  permitted  pursuant  to the
Company's Prospectus.

Net Assets
----------

At April 30, 1997,  the  Company's net assets were  $43,156,966,  an increase of
$1,498,530 from net assets of $41,658,436 at January 31, 1997. The Company's net
assets at April  30,  1996  were  $40,624,608  up  $364,909  from net  assets of
$40,277,699 at January 31, 1996.

Liquidity and Capital Resources
-------------------------------

The  Company  focuses  its  investments  in the  private  equity  securities  of
later-stage  venture  capital  companies and  middle-market  companies which the
Company believes offer significant long-term capital  appreciation.  The Company
may offer  managerial  assistance  to certain of these  companies.  The  Company
invests its

604208.1

<PAGE>



available cash in short-term investments of marketable securities to provide the
liquidity  necessary to make portfolio  investments as investment  opportunities
arise.

During the quarter  ended April 30, 1997,  the Company  invested $2.5 million in
Abtox Inc., a manufacturer of gas plasma  sterilizers  used in hospitals and the
medical device industry.

At April  30,  1997,  the  Company  held  $327,531  in cash and  $42,712,001  in
investments  as  compared  to $101 in cash and  $42,763,179  in  investments  at
October 31, 1996.  These changes from October 31, 1996 were primarily the result
of the Company's investment  activities for the quarter ended April 30, 1997 and
payment of cash dividend in December, 1996.

In connection  with the Company's  commitments to private funds in the amount of
$12,000,000 since inception, a total of $3,542,017,  representing capital calls,
has been paid by the Company through April 30, 1997.

On December  20,  1996,  the  Company  distributed  $1,429,791.99  in income and
$43,640 in short-term gain to shareholders of record as of December 16, 1996.



Item 3.   Quantitative and Qualitative Disclosure About Market Risk.

          Not Applicable.



Part II.  Other Information



Item 1.   Legal Proceedings.

          There  are no legal  proceedings  pending  or, to the  Company's  best
          knowledge, threatened against the Company.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults upon Senior Securities.

          None.

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

          None.

Item 5.   Other Information.

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K.


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<PAGE>

     (a)  Exhibits.

          Exhibit No.
          -----------

          (27)  Financial Date Schedule (for EDGAR filing purposes only).

     (a)  The following  reports on Form 8-K were filed during the quarter ended
          April 30, 1997:

          None.



604208.1
<PAGE>



                              CONFORMED SIGNATURES



Pursuant to the requirements 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.



                                UST PRIVATE EQUITY INVESTORS FUND, INC.


Date:  June 13, 1997             /s/ David I Fann
                                -----------------------------------------------
                                By:  David I. Fann
                                     President and Principal Executive Officer


Date:  June 13, 1997             /s/ Brian Schmidt
                                -----------------------------------------------
                                By:  Brian Schmidt
                                     Treasurer and Principal Financial and
                                     Accounting Officer




604208.1