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, 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 April 30, 1999, there were 40,463 shares of the Registrant's
Common Stock, $.001 par value, outstanding.

834728.3

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

          Statement of Assets and  Liabilities  as of
          April 30, 1999 (Unaudited) and October 31, 1998.

          Statement of Operations  for the three  month  period
          ended April 30, 1999 (Unaudited) and the three month  period
          ended April 30, 1998 (Unaudited).

          Statement of Changes in Net Assets for the three
          month  period ended April 30, 1999  (Unaudited)  and the three
          month period ended April 30, 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



834728.3
                                       ii

<PAGE>




PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements.


UST Private Equity Investors Fund, Inc.       Fiscal Year End:  October 31, 1999
Portfolio of Investments                          Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                      April 30, 1999                             October 31, 1998
                                               ---------------------------------       -----------------------------

PORTFOLIO STRUCTURE

<S>                                          <C>                      <C>      <C>                             <C>
PORTFOLIO COMPANIES                          $   16,998,524           49.64%   $     20,245,817                53.41%

PRIVATE FUNDS                                    10,948,328           31.97%         10,290,156                27.14%

SHORT-TERM INVESTMENTS:

    Commercial Paper                              5,000,000           14.60%          1,000,000                 2.64%

    Corporate Bonds                                 142,000            0.41%            386,917                 1.02%

    U.S. Government & Agency                      8,996,775           26.27%         11,954,587                31.54%
    Obligations

  Investment Companies                            1,152,383            3.37%            581,913                 4.17%

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

    TOTAL INVESTMENTS                            43,238,010          126.26%          45,459,390              119.92%
OTHER ASSETS & LIABILITIES (NET)                 (8,993,142)         -26.26%           7,552,198              -19.92%
                                             --------------       ----------    ----------------        -------------

NET ASSETS                                   $   34,244,868        100.00%    $       37,907,192              100.00%
                                             ==============       ========    ==================       ==============
</TABLE>



834728.3

<PAGE>




UST Private Equity Investors Fund, Inc.        Fiscal Year End: October 31, 1999
Statement of Assets and Liabilities                Quarter Ended: April 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


ASSETS                                          April 30, 1999        October 31, 1998
---------------------------------

<S>                                             <C>                   <C>
Investment Securities, at Cost                  $  46,436,605         $47,979,593
                                                ==================    ============
Investment Securities, at Value                    43,238,010          45,459,390

Cash                                                    7,531             603,540
Receivables:
  Interest                                            118,977              29,488
Prepaid Assets                                         12,998              19,248
                                                ------------------   -------------
  TOTAL ASSETS                                      43,377,516          46,111,846
                                                ------------------   -------------
LIABILITIES
---------------------------------

Loan Payable                                        9,000,000           8,000,000
Managing Investment Advisory Fees Payable              73,608              91,688
Administration & Shareholder Servicing Fees
  Payable                                              15,139              15,531
Directors Fees Payable                                 21,572              30,000
Accrued Expenses and Other Payables                    22,329              67,435
                                                ------------------   -------------

  TOTAL LIABILITIES                                  9,132,648           8,204,654
                                                ------------------   -------------


NET ASSETS                                         34,244,868        $ 37,907,192
                                                ==================   =============


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

Accumulated Undistributed Net Investment
  Income                                        $     308,609        $    417,716
Accumulated Net Realized Gain (Loss) on
  Investments                                      (2,634,908)            239,917
Net Unrealized Depreciation of Investments         (3,198,595)         (2,520,203)
Par Value                                                 405                 405
Paid In Capital in Excess of Par Value             39,769,357          39,769,357
                                                ------------------   -------------

TOTAL NET ASSETS                                $  34,244,868        $ 37,907,192
                                                ==================   =============

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

NET ASSET VALUE PER SHARE                        $     846.33        $     936.84
                                                ==================   =============
</TABLE>

834728.3

<PAGE>




UST Private Equity Investors Fund, Inc.       Fiscal Year End:  October 31, 1999
Statement of Operations                           Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                            Fiscal                             Prior Fiscal
                                                   Quarter Ended         Year To Date        Quarter Ended     Year To Date
                                                  April 30, 1999        April 30, 1999      April 30, 1998     April 30, 1998
INVESTMENT INCOME

   <S>                                          <C>               <C>                 <C>                  <C>
   Interest Income                              $       84,356    $         181,982   $          208,364   $        365,058
                                                --------------    -----------------   ------------------   ----------------
   TOTAL INCOME                                         84,356              181,982              208,364            365,058
                                                --------------    -----------------   ------------------   ----------------

EXPENSES

Management Investment Advisory Fees                     97,728              226,605              150,531            305,985
Administrative Fees & Shareholder Servicing Fees        14,822               30,144               14,684             29,862
Custodial Fees                                           1,670                3,563                2,143              4,287
Legal Fees                                              11,054               67,148               12,192             24,795
Audit and Other Professional Service Fees                6,340               12,893                6,340             12,893
Directors' Fees and Expenses                            10,607               21,572                7,314             14,876
Shareholder Reports                                      1,464                2,976                1,220              2,480
Organization Expenses                                      ---                  ---               14,979             16,490
Insurance Expense                                        3,097                6,467                3,260              6,945
Miscellaneous Expense                                      147                  297
Interest Expense                                         4,068                6,719               13,917             27,689
                                                --------------    -----------------   ------------------   ----------------
    TOTAL EXPENSES                                     150,997              378,384              226,580            446,302

Fees Waived and Reimbursed by Advisor                  (25,692)              (87,295)             (21,415)          (29,131)
                                                --------------    -----------------   ------------------   ----------------
    NET EXPENSES                                       125,305              291,089              205,165            417,171
                                                --------------    -----------------   ------------------   ----------------
NET INVESTMENT INCOME (LOSS)                    $      (40,949)    $        (109,107)  $            3,199   $       (52,113)
                                                --------------    -----------------   ------------------   ----------------

REALIZED AND UNREALIZED GAIN/( LOSS)
  ON INVESTMENTS

Net Realized Gain (Loss) on Security
Transactions                                    $            0    $     (2,507,388)    $        767,582    $        992,272

Change in Unrealized Appreciation /
  (Depreciation) on Investments
                                                   (3,188,561             (678,392)           1,017,538          (2,029,845)
                                                --------------    -----------------   ------------------   ----------------

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS
                                                  (3,186,261)           (3,185,780)           1,785,120          (1,037,573)
Change in Management Incentive Fee                       ---               ---                     (215)            (22,684)
                                             -----------------   ------------------   ------------------   ----------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS
                                             $    (3,229,510)     $      (3,294,887)   $      1,788,104     $     1,112,370
                                             ================    ===================   =================    ===============
</TABLE>



834728.3

<PAGE>




UST Private Equity Investors Fund, Inc.       Fiscal Year End:  October 31, 1999
Statement of Changes in Net Assets                Quarter Ended:  April 30, 1999
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                                   Fiscal                           Prior Fiscal
                                                         Quarter Ended           Year To Date     Quarter Ended     Year To Date
                                                         April 30, 1999         April 30, 1999    April 30, 1998    April 30, 1998

OPERATIONS:

<S>                                                     <C>                   <C>                 <C>              <C>
Net Investment Income (Loss)                            $     (40,949)        $  (109,107)        $      3,199      $        52,113
Net Realized Gain (Loss) on Investments                            --          (2,507,388)             767,582              992,272
Change in Unrealized Appreciation / (Depreciation)                                                   1,017,538           (2,029,845)
  on Investments                                           (3,188,561)           (678,392)
Change in Allowance for Management Incentive Fee                   --                  --                 (215)             (22,684)
                                                         ------------    ----------------    -----------------     -----------------
Net Increase (Decrease) in Net Assets
   Resulting From Operations                               (3,229,510)         (3,294,887)           1,788,104           (1,112,370)

DISTRIBUTIONS TO SHAREHOLDERS:

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

NET INCREASE (DECREASE) IN NET ASSETS                      (3,229,510)         (3,662,324)           1,788,104           (2,996,056)

NET ASSETS:
   Beginning of Period                                     37,474,378          37,907,192           42,395,311           47,179,471
                                                         ------------    ----------------    -----------------     ----------------
   End of Period                                        $  34,244,868    $     34,244,868    $      44,183,415     $     44,183,415
                                                         ============    ================    =================     ================
</TABLE>


834728.3

<PAGE>



UST Private Equity Investors Fund, Inc.     Fiscal Year Ended:  October 31, 1999
Notes to Financial Statements                     Quarter Ended:  April 30, 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
April 30, 1999,  excluding  short-term  investments,  for the Company aggregated
$793,170 and $0,  respectively.  At April 30, 1999, the Company had  outstanding
investment commitments totaling $2,038,769.


834728.3

<PAGE>



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

Results of Operations

THREE-MONTH PERIOD ENDED APRIL 30, 1999 AS COMPARED TO THE SIMILAR PERIOD
IN 1998

The  Company's  net asset value per common  share was $846.33 at April 30, 1999,
down  $79.81 per share from the net asset  value per common  share of $926.14 at
January 31, 1999. This decrease resulted primarily from the markdown in value of
CommSite  International  Inc. The Company's net asset value per common share was
$1,091.95  at April 30,  1998,  up $44.19 per share from the net asset value per
common share of $1,047.76 at January 31, 1998.

Realized and Unrealized Gains and Losses from Portfolio Investments

For the three  months  ended  April 30,  1999 and 1998,  the  Company  had a net
realized gain on securities transactions of $0 and $767,582,  respectively.  For
the three months ended April 30, 1999 and 1998,  the Company had a net change in
unrealized   appreciation/(depreciation)  on  investments  of  $(3,188,561)  and
$1,017,538,  respectively.  The  unrealized  loss  resulted  primarily  from the
markdown in value of CommSite International Inc.

Investment Income and Expenses

For the three months ended April 30,  1999,  the Company had interest  income of
$84,356  and net  operating  expenses of $125,305  resulting  in net  investment
income/(loss)  of $(40,949) as compared to interest income of $208,364,  and net
operating expenses of $205,165, resulting in net investment income of $3,199 for
the quarter ended April 30, 1998. 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 quarters ended April 30, 1999 and 1998 the Managing
Investment Adviser earned $97,728 and $150,531 in management fees, respectively.
In  addition,  for the  quarters  ended April 30,  1999 and 1998,  the change in
allowance for the Management Incentive Fee was $0 and $(215), respectively.  For
the same periods,  the Managing  Investment  Adviser  reimbursed other operating
expenses of the Company in the amount of $(25,692) and $(21,415),  respectively,
as a result of expenses  incurred in excess of those  permitted  pursuant to the
Company's Prospectus.

Net Assets

At April 30, 1999,  the  Company's  net assets were  $34,244,868,  a decrease of
$3,229,510 from net assets of $37,474,378 at January 31, 1999. The Company's net
assets at April 30,  1998 were  $44,183,415,  up  $1,788,104  from net assets of
$42,395,311 at January 31, 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  April  30,  1999,  the  Company  held  $7,531  in cash  and  $43,238,010  in
investments.  At April 30, 1999,  investments  included $16,998,524 in portfolio
companies,  $10,948,328  in  private  funds,  $5,000,000  in  commercial  paper,
$142,000  in  corporate  bonds,   $8,996,775  in  U.S.   Government  and  Agency
Obligations  and  $1,152,383 in investment  companies.  At January 31, 1999, the
Company held $270,420 in cash and  $43,368,248  in  investments.  At January 31,
1999,  investments included  $20,207,559 in portfolio companies,  $10,342,252 in
private  funds,  $4,994,133 in commercial  paper,  $386,534 in corporate  bonds,
$6,001,904  in  U.S.   Government  and  Agency  Obligations  and  $1,435,866  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 $9,961,231  representing capital calls,
has been paid by the Company through April 30, 1999.


834728.3

<PAGE>



Other

Year 2000:

           Like other investment companies, financial and business organizations
and individuals around the world, the Company could be affected adversely if the
computer systems used by the Investment  Adviser and the Company's other service
providers do not properly  process and calculate  date-related  information  and
data from and after  January 1, 2000.  This is commonly  known as the "Year 2000
Problem."  Based on the Company's  current  assessment,  the costs of addressing
potential  problems are not currently expected to have a material adverse impact
on the  Company's  financial  position,  results of  operations or cash flows in
future periods. The Investment Adviser and the Company's other service providers
have  informed  the Company  that they are taking steps to address the Year 2000
Problem  with  respect  to the  computer  systems  that they use.  At this time,
however,  there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the Company as a result of the Year 2000 Problem.

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 April 30, 1999,
these publicly traded equity  securities were valued at $1,625,116.  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.






834728.3

<PAGE>



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.

                (a)  Exhibits.

                     Exhibit No.

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

                (a)  The following reports on Form 8-K were filed during the
                     quarter ended April 30, 1999:

                     None.




834728.3

<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:         June 11, 1999             ----------------------------------------
                                        By:  David I. Fann
                                             President and Principal Executive
                                             Officer


Date:         June 11, 1999             ----------------------------------------
                                        By:  Brian Schmidt
                                             Chief Financial Officer





834728.3

<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 12, 1999                    /s/ David I. Fann
                                               ---------------------------------
                                        By:    David I. Fann
                                               President and Principal Executive
                                               Officer


Date:         June 12, 1999                    /s/ Brian Schmidt
                                               ---------------------------------
                                        By:    Brian Schmidt
                                               Chief Financial Officer


834728.3