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 July 31, 1999

                                       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 10036-1532
          (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 July 31, 1999, there were 40,463 shares of the Registrant's
Common Stock, $.001 par value, outstanding.


869345.1

<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 July 31, 1999
          (Unaudited) and October 31, 1998.

          Statement of Assets and Liabilities as of July 31, 1999
          (Unaudited) and October 31, 1998.

          Statement of Operations for the three-month period ended July 31, 1999
          (Unaudited), the fiscal year to date at July 31, 1999 (Unaudited), the
          three-month  period  ended July  31, 1998  (Unaudited)  and  the prior
          fiscal year to date at July 31, 1998 (Unaudited).

          Statement  of Changes in Net Assets for the  three-month  period ended
          July 31,  1999  (Unaudited),  the fiscal year to date at July 31, 1999
          (Unaudited),  the three-month  period ended July 31, 1998  (Unaudited)
          and the prior fiscal year to date at July 31, 1998 (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



869345.1

<PAGE>

<TABLE>



PART I.        FINANCIAL INFORMATION

 Item 1.        Financial Statements.

<CAPTION>

UST Private Equity Investors Fund, Inc.                                  Fiscal Year End:  October 31, 1999
Portfolio of Investments (Unaudited)                                          Quarter Ended:  July 31, 1999
--------------------------------------------------------------------------------------------------------------

                                                       July 31, 1999                   October 31, 1998

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

PORTFOLIO STRUCTURE

<S>                                          <C>                    <C>          <C>                   <C>
PORTFOLIO COMPANIES                           $    14,209,883        39.89%         $  20,245,817         53.41%

PRIVATE FUNDS                                      13,831,973        38.83%            10,290,156         27.14%

SHORT-TERM INVESTMENTS:

      Commercial Paper                              4,335,396        12.17%             1,000,000          2.64%

      Corporate Bonds                                       0         0.00%               386,917          1.02%

      U.S. Government & Agency
      Obligations                                  10,887,897        30.56%            11,954,587         31.54%

  Investment Companies                              1,367,341         3.84%             1,581,913          4.17%
                                           ------------------    ----------      ----------------     ----------

    TOTAL INVESTMENTS                              44,632,490       125.29%            45,459,390        119.92%
    OTHER ASSETS & LIABILITIES                    (9,008,337)       -25.29%           (7,552,198)        -19.92%
          (NET)
                                           ------------------    ----------      ----------------     ----------

NET ASSETS                                    $    35,624,153       100.00%    $       37,907,192        100.00%
                                           ==================    ==========      ================     ==========

</TABLE>

869345.1

<PAGE>

<TABLE>
<CAPTION>



UST Private Equity Investors Fund, Inc.                                         Fiscal Year End:  October 31, 1999
Statement of Assets and Liabilities  (Unaudited)                                      Quarter Ended: July 31, 1999
------------------------------------------------------------------------------------------------------------------

                         ASSETS                                July 31, 1999   October 31, 1998
-------------------------------

<S>                                                          <C>               <C>
Investment Securities, at Cost                               $    46,412,631   $     47,979,593
                                                              ==============    ===============

Investment Securities, at Value                                   44,632,490         45,459,390

Cash                                                                      78            603,540
Receivables:
  Interest                                                           124,957             29,488
  Prepaid Assets                                                      11,418             19,248
                                                              --------------    ---------------
TOTAL ASSETS                                                      44,768,943         46,111,846
                                                              --------------    ---------------

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

Loan Payable                                                       9,000,000          8,000,000
Managing Investment Advisory Fees Payable                             56,871             91,688
Administration & Shareholder Servicing Fees Payable                   15,493             15,531
Directors Fees Payable                                                32,534             30,000
Accrued Expenses and Other Payables                                   39,892             67,435
                                                              --------------    ---------------

TOTAL LIABILITIES                                                  9,144,790          8,204,654
                                                              --------------    ---------------

NET ASSETS                                                   $    35,624,153   $     37,907,192
                                                              ==============    ===============


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

Accumulated Undistributed Net Investment Income              $       269,658   $        417,716
Accumulated Net Realized Gain on Investments                     (2,635,126)            239,917
Net Unrealized Appreciation/(Depreciation) of Investments        (1,780,141)         (2,520,203)
Par Value                                                                405                405
Paid In Capital in Excess of Par Value                            39,769,357         39,769,357
                                                              ----- --------     --------------

TOTAL NET ASSETS                                             $    35,624,153   $     37,907,192
                                                              ==============    ===============

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

NET ASSET VALUE PER SHARE                                    $        880.41   $        $936.84
                                                              ==============    ===============
</TABLE>


869345.1

<PAGE>

<TABLE>
<CAPTION>



UST Private Equity Investors Fund, Inc.                                                      Fiscal Year End:  October 31, 1999
Statement of Operations (Unaudited)                                                               Quarter Ended:  July 31, 1999
------------------------------------------------------------ --- ------------------- ------------------------------------------

                                                                      Fiscal                      Prior Fiscal
                                                 Quarter Ended     Year To Date  Quarter Ended    Year To Date
                                                 July 31, 1999    July 31, 1999  July 31, 1998    July 31, 1998

INVESTMENT INCOME


<S>                                                 <C>                <C>        <C>               <C>
Interest Income                                     $    84,959        266,941    $   102,933       $   467,991
                                                    -----------    -----------    -----------       -----------

          TOTAL INCOME                                   84,959        266,941        102,933           467,991
                                                    -----------    -----------    -----------       -----------


EXPENSES

Management Investment Advisory Fees                      97,568        324,173        127,070           433,055
Administrative Fees & Shareholder Servicing Fees         15,429         45,573         15,179            45,041
Custodial Fees                                           10,193         13,756          2,061             6,348
Legal Fees                                               16,425         83,573         17,602            42,397
Audit and Other Professional Service Fees                 6,553         19,446          6,553            19,446
Directors' Fees and Expenses                             10,964         32,536          7,562            22,438
Shareholder Reports                                       1,512          4,488          1,260             3,740
Organization Expenses                                         0              0              0            16,490
Insurance Expense                                         3,134          9,601          3,370            10,315
Miscellaneous Expense                                       152            449              0                 0
Interest Expense                                          4,207         10,926            415            28,104
                                                    -----------    -----------    -----------       -----------

    TOTAL EXPENSES                                      166,137        544,521        181,072           627,374

Fees Waived and Reimbursed by Advisor                   (42,228)      (129,523)       (21,857)          (50,988)
                                                    -----------    -----------    -----------       -----------

    NET EXPENSES                                        123,909        414,998        159,215           576,386
                                                    -----------    -----------    -----------       -----------

NET INVESTMENT INCOME (LOSS)                        $   (38,950)      (148,057)   $   (56,282)      $  (108,395)
                                                    -----------    -----------    -----------       -----------

REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS

Net Realized Gain (Loss) on Security Transactions   $      (218)    (2,507,606)   $ 1,283,340       $ 2,275,612

Change in Unrealized Appreciation/
  (Depreciation) on Investments
                                                      1,418,453        740,061     (4,727,150)       (6,756,995)
                                                    -----------    -----------    -----------       -----------

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
                                                      1,418,235     (1,767,545)    (3,443,810)       (4,481,383)

Change in Management Incentive Fee                            0              0        144,779           122,095
                                                    -----------    -----------    -----------       -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS
                                                    $ 1,379,285     (1,915,602)   $(3,355,313)      $(4,467,683)
                                                    ===========    ===========    ===========       ===========

</TABLE>

<TABLE>
<CAPTION>



UST Private Equity Investors Fund, Inc.                                           Fiscal Year End:  October 31, 1999
Statement of Changes in Net Assets (Unaudited)                                         Quarter Ended:  July 31, 1999
--------------------------------------------------------------------------------------------------------------------

                                                                       Fiscal                            Prior Fiscal
                                                   Quarter Ended     Year To Date     Quarter Ended      Year To Date
                                                   July 31, 1999     July 31, 1999    July 31, 1998     July 31, 1998

OPERATIONS:

<S>                                                <C>               <C>               <C>               <C>
Net Investment Income (Loss)                       $    (38,950)     $   (148,057)     $    (56,282)     $   (108,395)
Net Realized Gain (Loss) on Investments                    (218)       (2,507,606)        1,283,340         2,275,612
Change in Unrealized Appreciation/
(Depreciation) on Investments                         1,418,453           740,061        (4,727,150)       (6,756,995)
Change in Allowance for Management Incentive Fee              0                 0           144,779           122,095
                                                   ------------      ------------      ------------      ------------

Net Increase (Decrease) in Net Assets
   Resulting From Operations                          1,379,285        (1,915,602)       (3,355,313)       (4,467,683)

DISTRIBUTIONS TO SHAREHOLDERS:

From Net Investment Income                                    0                 0                --                --
From Net Realized Gain on Investments                         0          (367,437)               --        (1,883,686)
                                                   ------------      ------------      ------------      ------------

NET INCREASE (DECREASE) IN NET ASSETS                 1,379,285        (2,283,039)       (3,355,313)       (6,351,369)

NET ASSETS:
   Beginning of Period                               34,244,868        37,907,192        44,183,415        47,179,471
                                                   ------------      ------------      ------------      ------------

   End of Period                                     35,624,153        35,624,153      $ 40,828,102      $ 40,828,102
                                                   ============      ============      ============      ============

</TABLE>

869345.1

<PAGE>



UST Private Equity Investors Funds, Inc.   Fiscal Year Ended:  October 31, 1999
Notes to Financial Statements                     Quarter Ended:  July 31, 1999
-------------------------------------------------------------------------------



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
July 31, 1999,  excluding  short-term  investments,  for the Company  aggregated
$1,106,633 and $0  respectively.  At July 31, 1999, the Company had  outstanding
investment commitments totaling $1,314,526.

869345.1

<PAGE>



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

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


THREE-MONTH PERIOD ENDED JULY 31, 1999 AS COMPARED TO THE SIMILAR PERIOD IN 1998

The  Company's net asset value per common share was $880.41 at July 31, 1999, up
$34.08 per share from the net asset  value per common  share of $846.33 at April
30,  1999.  This  increase  is  principally  the result of the sale of  CommSite
International,  Inc. in addition to mark-ups in Allegra  Capital  Partners  III,
Sevin  Rosen Fund V and  Vanguard V.  The  Company's  net asset value per common
share was  $1,009.02 at July 31, 1998,  down $82.93 per share from the net asset
value per common share of $1,091.95 at April 30, 1998.

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

For the three  months  ended  July 31,  1999 and  1998,  the  Company  had a net
realized  gain/(loss) from  investments of $(218) and $1,283,340,  respectively.
For the three months ended July 31, 1999 and 1998,  the Company had a net change
in unrealized  appreciation/(depreciation)  on  investments  of  $1,418,453  and
$(4,727,150),  respectively. The unrealized appreciation resulted primarily from
the mark-ups in Allegra Capital Partners III, Sevin Rosen Fund V and Vanguard V.

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

For the three months ended July 31, 1999 the Company had total income of $84,959
and net  operating  expenses of $123,909  resulting  in net  investment  loss of
$38,950 as compared to total income of $102,933,  and net operating  expenses of
$159,215, resulting in net investment loss of $56,282 for the quarter ended July
31, 1998.  The primary reason for the decline in total 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 quarters ended July 31, 1999 and 1998, the Managing
Investment Adviser earned $97,568 and $127,070 in management fees, respectively.
In  addition,  for the  quarters  ended  July 31,  1999 and 1998,  the change in
allowance for the  Management  Incentive Fee was $0 and $144,779,  respectively.
For the same periods, the Managing Investment Adviser reimbursed other operating
expenses of the Company in the amount of $(42,228) and $(21,857),  respectively,
as a result of expenses  incurred in excess of those  permitted  pursuant to the
Company's Prospectus.

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

At July 31, 1999,  the  Company's  net assets were  $35,624,153,  an increase of
$1,379,285  from net assets of  $34,244,868 at April 30, 1999. The Company's net
assets at July 31, 1998 were  $40,828,102,  down  $3,355,313  from net assets of
$44,183,415 at April 30, 1998.

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 of marketable securities to
provide the  liquidity  necessary to make  portfolio  investments  as investment
opportunities  arise.  At July  31,  1999,  the  Company  held  $78 in cash  and
$44,632,490 in investments.  At July 31, 1999,  investments included $14,209,883
in portfolio companies,  $13,831,973 in private funds,  $4,335,396 in commercial
paper, $0 in corporate

869345.1

<PAGE>



bonds, $10,887,897 in U.S. Government and agency obligations,  and $1,367,341 in
investment companies. At October 31, 1998, the Company held $603,540 in cash and
$45,459,390  in  investments.   At  October  31,  1998,   investments   included
$20,245,817 in portfolio companies,  $10,290,156 in private funds, $1,000,000 in
commercial paper,  $386,917 in corporate bonds,  $11,954,587 in U.S.  Government
and agency  obligations  and $1,581,913 in investment  companies.  These changes
were primarily the result of the investment activity discussed above.

In connection  with the Company's  commitments to private funds in the amount of
$12,000,000 since inception, a total of $10,685,474, representing capital calls,
has been paid by the Company through July 31, 1999.

Other
-----

In 1996, the Managing  Investment Adviser established a Year 2000 Committee with
responsibility  for  developing an effective plan for  identifying,  renovating,
testing  and  implementing  solutions  for Year 2000  processing.  The  Managing
Investment  Adviser is working with Chase Global Fund Services (as administrator
to the Company and as provider of certain of the Managing  Investment  Adviser's
most significant data processing  systems),  as well as other vendors, to ensure
compliance  with  required  systems  changes.  The Managing  Investment  Adviser
presently  believes that with  modifications to existing software and compliance
by vendors who provide significant processing systems to the Managing Investment
Adviser,  the  Managing  Investment  Adviser's  systems  will  continue  without
disruption.  However,  if such  modifications are not made, or are not completed
timely,  the Year 2000 issue could have a material  impact on the  operations of
the Managing Investment Adviser, and consequently, the Company. Specific factors
that might  cause such a material  impact  include,  but are not  limited to the
availability  and cost of personnel  trained in this area, the ability to locate
and correct all relevant computer codes and similar uncertainties.



Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Equity Price Risk:
------------------

          The majority of the Company's  investment portfolio consists of equity
securities  in private  companies  and  private  investment  funds which are not
publicly traded.  These  investments are recorded at fair value as determined by
the Investment  Adviser in accordance with valuation  guidelines  adopted by the
Board of  Directors.  This method of  valuation  does not result in increases or
decreases in the fair value of these equity securities in response to changes in
market  prices.  Thus,  these equity  securities are not subject to equity price
risk.  Nevertheless,  the  Company is exposed to equity  price risk  through its
investment  in the equity  securities of one public  company.  At July 31, 1999,
these publicly traded equity  securities were valued at $1,625,117.  Thus, there
is exposure to equity price risk,  which is estimated as the  potential  loss in
fair value due to a hypothetical 10% decrease in quoted market prices, and would
result in a decrease of approximately $162,512 in the value of these securities.
Actual results may differ.



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.

869345.1

<PAGE>



          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.

         (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 July 31, 1999:

                  None.



869345.1

<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.


Date:         September 14, 1999             ----------------------------------
                                        By:  David I. Fann

                                             President and Principal
                                             Executive Officer


Date:         September 14, 1999             ----------------------------------
                                        By:  Brian Schmidt
                                             Chief Financial Officer




869345.1

<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:     September 14, 1999                   /s/ David I. Fann
                                              --------------------------------
                                         By:  David I. Fann
                                              President and Principal
                                              Executive Officer


Date:     September 14, 1999                  /s/ Brian Schmidt
                                              -------------------------------
                                         By:  Brian Schmidt
                                              Chief Financial Officer




869345.1