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 January 31, 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.
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             (Exact Name of Registrant as Specified in its Charter)

Maryland                                   13-3786385
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(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

114 West 47th Street
New York, New York                                  10036-1332
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(Address of Principal Executive Offices)           (Zip Code)

Registrant's Telephone Number, Including Area Code:  (212) 852-1000

Not applicable
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Former name, former address and former fiscal year, if changed since last report

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 the number of shares  outstanding  of each of  Registrant's  classes of
common stock as of the latest practicable date. 40,463 shares of common stock.


<PAGE>




                                             INDEX

                            UST PRIVATE EQUITY INVESTORS FUND, INC.



PART I         FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited).

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

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

          Statement of  Operations  for the three month period ended January 31,
          1997 (Unaudited) and for the three month period ended January 31, 1996
          (Unaudited).

          Statement  of Changes in Net Assets for the three month  period  ended
          January 31, 1997  (Unaudited)  and for the three  month  period  ended
          January 31, 1996 (Unaudited).

               Notes to Financial Statements (Unaudited).

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

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 Security Holders.

Item 5.   Other Information.

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

                                           - 2 -

<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements (Unaudited).





                                           - 3 -

<PAGE>


<TABLE>
UST Private Equity Investors Fund, Inc.                              Fiscal Year End:  October 31, 1997
Portfolio of Investments                                               Quarter Ended:  January 31, 1997


<CAPTION>



                                                January 31, 1997                  October 31, 1996
                                                                            ----------------------------
                                                  (Unaudited)
<S>                                                 <C>              <C>            <C>             <C>
PORTFOLIO STRUCTURE

  PORTFOLIO COMPANIES                          $17,112,454         41.08%       $8,789,423        20.58%

  PRIVATE FUNDS                                  3,104,392          7.45%        2,151,372         5.04%

  SHORT-TERM INVESTMENTS:

    Commercial Paper                            10,069,798         24.18%       13,599,186        31.83%

    Corporate Bonds                              3,757,711          9.02%        9,937,594        23.26%

    U.S. Government & Agency Obligations                --             --        5,483,053        12.83%

    Certificates of Deposit                      1,000,000          2.40%               --            --

    Repurchase Agreement                         4,354,889         10.45%               --            --

    Other Short-term Investments                 2,001,393          4.80%        2,802,551         6.56%
                                                ----------      ---------       ----------      --------

TOTAL INVESTMENTS                               41,400,637         99.38%       42,763,179       100.10%

OTHER ASSETS & LIABILITIES (NET)                   257,799          0.62%         (43,559)       (0.10%)
                                               -----------      ---------        ---------    ----------


NET ASSETS                                     $41,658,436        100.00%      $42,719,620       100.00%
                                                ==========     ==========       ==========       =======


See Notes to Financial Statements.
</TABLE>

                                           - 4 -

<PAGE>


<TABLE>
UST Private Equity Investors Fund, Inc.                              Fiscal Year End:  October 31, 1997
Statement of Assets and Liabilities                                    Quarter Ended:  January 31, 1997




<CAPTION>


ASSETS                                                 January 31, 1997           October 31, 1996
------                                                 ----------------           ----------------

                                                            (Unaudited)
<S>                                                            <C>                        <C>



Investment Securities, at Cost                              $39,895,887                $41,484,579
                                                             ==========                 ==========

Investment Securities, at Value (Note 1)                     41,400,637                 42,763,179



Cash                                                            131,249                        101

Interest Receivable                                             238,011                    514,760

Prepaid Assets                                                   29,641                     37,029

Unamortized Organization Costs                                    9,403                     22,480
                                                          -------------             --------------

     TOTAL ASSETS                                            41,808,941                 43,337,549
                                                          -------------              -------------



LIABILITIES



Payable for investment securities purchased                          --                    477,950

Managing Investment Advisory Fees Payable                        81,809                     36,658

Administration & Shareholder Servicing Fees Payable              15,329                     14,695

Directors Fees Payable                                            7,562                     30,000

Accrued Expenses and Other Payables                              45,805                     58,626
                                                             ----------                -----------



     TOTAL LIABILITIES                                          150,505                    617,929
                                                            -----------               ------------



NET ASSETS                                                  $41,658,436               $ 42,719,620
                                                            ===========               ============





NET ASSETS CONSIST OF



Accumulated Undistributed Net Investment Income              $   52,296         $        1,283,634

Accumulated Net Realized Gain (Loss) on
Investments                                                    (12,048)                     43,640

Net Unrealized Appreciation (Depreciation) of
Investments                                                   1,504,750                  1,278,600

Allowance for Management Incentive fee                          (3,159)                    (4,363)

Par Value                                                           405                        405

Paid In Capital in Excess of Par Value                       40,116,192                 40,117,704
                                                            -----------                -----------



     TOTAL NET ASSETS                                       $41,658,436                $42,719,620
                                                            ===========                ===========



Shares of Common Stock Outstanding; par value
$.01; 100,000 shares authorized                                  40,463                     40,463
                                                           ------------              -------------



NET ASSET VALUE PER SHARE                                     $1,029.54                  $1,055.77
                                                            ===========                ===========


See Notes to Financial Statements.
</TABLE>

                                           - 5 -

<PAGE>


<TABLE>
UST Private Equity Investors Fund, Inc.                              Fiscal Year End:  October 31, 1997
Statement of Operations (Unaudited)                                    Quarter Ended:  January 31, 1997


<CAPTION>



                                                          Quarter Ended             Quarter Ended
INVESTMENT INCOME                                      January 31, 1997          January 31, 1996
                                                       ----------------      --------------------
<S>                                                           <C>                        <C>



Interest Income                                         $     354,291            $       572,454
                                                         ------------             --------------



     TOTAL INCOME                                             354,291                    572,454
                                                         ------------             --------------



EXPENSES



Management Investment Advisory Fees                           126,337                     70,429

Administrative Fees & Shareholder Servicing Fees               15,168                     12,964

Custodial Fees                                                  2,100                      1,013

Legal Fees                                                     23,574                     12,426

Audit and Other Professional Service Fees                       6,931                      6,913

Directors' Fees and Expenses                                    7,561                      7,541

Shareholder Reports                                             3,025                      3,628

Organization Expenses                                           1,511                      1,512

Insurance Expense                                              18,955                     18,902

Miscellaneous Expenses                                             --                        251
                                                          -----------                -----------



     TOTAL EXPENSES                                           205,162                    135,579



Fees Waived and Reimbursed by Advisor                        (47,813)                   (56,848)
                                                         ------------                  ---------



     NET EXPENSES                                             157,349                     78,731
                                                         ------------               ------------



NET INVESTMENT INCOME                                         196,942                    493,723
                                                          -----------                -----------



REALIZED AND UNREALIZED GAIN /(LOSS) ON INVESTMENTS



Net Realized (Loss) on Security Transactions              $  (12,048)             $        (642)



Change in Unrealized Appreciation /(Depreciation)
on Investments                                                226,150                     21,631
                                                         ------------               ------------



NET REALIZED AND UNREALIZED GAIN /
(LOSS) ON INVESTMENTS                                         214,102                   (20,989)

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



NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                                         $     412,248               $    514,712
                                                        =============               ============



See Notes to Financial Statements.

                                           - 6 -
</TABLE>

<PAGE>


<TABLE>
UST Private Equity Investors Fund, Inc.                              Fiscal Year End:  October 31, 1997
Statement of Changes in Net Assets (Unaudited)                         Quarter Ended:  January 31, 1997


<CAPTION>

                                                            Quarter Ended             Quarter Ended
                                                         January 31, 1997         January 31, 1996



OPERATIONS:


<S>                                                              <C>                       <C>

Net Investment Income                                  $        196,942              $    493,723

Net Realized Gain/(Loss) on Investments                        (12,048)                     (642)

Change in Unrealized Appreciation/(Depreciation) on
Investments                                                     226,150                    21,631
                                                         --------------               -----------



Net Increase in Net Assets Resulting From Operations            412,248                   514,712



DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                  (1,429,792)                  (389,452)

From Net Realized Gain On Investments                          (43,640)                        --
                                                          -------------                ----------



NET INCREASE/(DECREASE) IN NET ASSETS                       (1,061,184)                   125,260



NET ASSETS:

  Beginning of Period                                        42,719,620                40,152,439
                                                         --------------              ------------



  End of Period (including accumulated undistributed
    net investment income of $52,296 and $147,073)     $     41,658,436           $    40,277,699
                                                         ==============              ============



See Notes to Financial Statements.
</TABLE>
                                           - 7 -

<PAGE>



                     UST PRIVATE EQUITY INVESTORS FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS

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

        Purchases  and sales of  securities  for the three  month  period  ended
January 31, 1997, excluding short-term  investments,  for the Company aggregated
$9,088,046 and  $4,122,711,  respectively.  At January 31, 1997, the Company had
outstanding investment commitments totaling $8,895,608.

                                           - 8 -

<PAGE>



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

Results of Operations

The  Company's  net asset value per common  share was  $1,029.54  at January 31,
1997,  down  $26.23  per share  from the net asset  value  per  common  share of
$1,055.77 at October 31,  1996.  This  decrease is  primarily  the result of the
payment by the Company on December 20, 1996 of a dividend of $36.41 per share to
shareholders of record on December 16, 1996.

Realized and Unrealized Gains and Losses from
Portfolio Investments

For the three  months  ended  January  31,  1997 and 1996,  the  Company had net
realized  and   unrealized   losses  from   investments  of  $12,048  and  $642,
respectively.  For the three months ended January 31, 1997 and 1996, the Company
had a net change in  unrealized  appreciation  on  investments  of $226,150  and
$21,631, respectively.

Investment Income and Expenses

For the three months ended January 31, 1997, the Company had interest  income of
$354,291,  and net operating  expenses of $157,349,  resulting in net investment
income of $196,942 as compared to interest income of $572,454, and net operating
expenses of $78,731,  resulting  in net  investment  income of $493,723  for the
quarter ended January 31, 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 January 31, 1997 and January 31, 1996,
the Managing Investment Adviser earned $126,337, and $70,429 in management fees,
respectively.  For the same periods,  the Managing Investment Adviser reimbursed
other operating  expenses of the Company in the amount of $47,813 and $56,848 as
a result of  expenses  incurred  in excess of those  permitted  pursuant  to the
Company's Prospectus.



                                           - 9 -

<PAGE>



Net Assets

At January 31, 1997,  the Company's net assets were  $41,658,436,  a decrease of
$1,061,184 from net assets of $42,719,620 at October 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 available cash in short-term  investments and marketable  securities
to provide the liquidity  necessary to make portfolio  investments as investment
opportunities arise.

For fiscal 1996,  the Company  invested $8.5 million in four later stage venture
capital and private  middle market  companies  and  committed to invest  another
$12.0 million in six venture  capital,  buyout and private  equity funds.  Funds
needed to cover future operating expenses and portfolio investments are obtained
from the  Company's  existing  cash  reserves,  from  interest  income  and from
proceeds received from the sale of current investments.

During the quarter  ended  January 31,  1997,  the Company  committed  to invest
$3,000,000  in  convertible  preferred  stock of Best Friends Pet Care,  Inc., a
company engaged in the business of providing  boarding and grooming services for
dogs  and  cats  in the  United  States.  The  Company  invested  $3,000,000  in
convertible  preferred  stock of QuickLogic  Corporation,  a company  engaged in
designing programmable  semiconductors.  The Company also invested $2,000,000 in
convertible  preferred  stock of  Cardiopulmonary  Corporation,  a company which
developed a  software-driven  life  support  ventilator  which is FDA  approved.
During the  quarter  ended  January  31,  1997,  the  Company  made a  follow-on
investment of $1,000,000 in  convertible  preferred  stock of  ProCommunications
Inc.

At January 31,  1997,  the Company  held  $131,249  in cash and  $41,400,637  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 January 31, 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 $3,104,392,  representing capital calls,
has been paid by the Company through January 31, 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.


                                           - 10 -

<PAGE>




                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          The Company is not party to any material pending legal proceedings.

Item 2.   Changes in Securities.

          Not applicable.

Item 3.   Defaults Upon Senior Securities.

          Not applicable.

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

          No matter  was  submitted  to a vote of  security-holders  during  the
          quarter covered by this report.

Item 5.   Other Information.

          None.

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

          (a)    Exhibits.

                 (27) Financial Data Schedule

          (b)    Reports on Form 8-K.

                 None.

                                           - 11 -

<PAGE>



                                   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.



                              /s/  David I. Fann
                             ---------------------------------------
                             By:   David I. Fann, President
                                   (Principal Executive Officer)


                              /s/  Brian Schmidt
                             ---------------------------------------
                             By:   Brian Schmidt, Treasurer
                                   (Principal Financial and Accounting Officer)





Date:  March 13, 1997
<PAGE>