<PAGE>
<PAGE>



                   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, 1996

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        (I.R.S. Employer Identification No.)
Incorporation or Organization)


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

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

<PAGE>
<PAGE>

Not applicable
__________________________________________________________________________
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.

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                                  INDEX

                 UST PRIVATE EQUITY INVESTORS FUND, INC.



PART I     FINANCIAL INFORMATION
---------------------------------

Item 1.    Financial Statements (Unaudited).

           Portfolio of Investments as of January 31, 1996 (Unaudited)
           and October 31, 1995.

           Statement of Assets and Liabilities as of January 31, 1996
           (Unaudited) and October 31, 1995.

           Statement of Operations for the periods ended January 31,
           1996 (Unaudited) and October 31, 1995.

           Statement of Changes in Net Assets for the periods ended
           January 31, 1996 (Unaudited) and October 31, 1995.

           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.

<PAGE>
<PAGE>
                     PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements (Unaudited).
           ---------------------------------

<TABLE>
<CAPTION>
UST Private Equity Investors Fund, Inc.         Fiscal Year End:  October 31, 1995
Portfolio of Investments                          Quarter Ended:  January 31, 1996
----------------------------------------------------------------------------------


                                    January 31, 1996           October 31, 1995
                                    ----------------           ----------------
PORTFOLIO STRUCTURE
-------------------
<S>                                <C>          <C>          <C>         <C>
PORTFOLIO COMPANIES             $   1,985,000     4.93%   $        --       -- 

PRIVATE FUNDS                         256,913     0.64%            --       -- 

SHORT-TERM INVESTMENTS:         

  Commercial Paper                  9,527,550    23.65%        9,399,238   23.41%

  Certificates of Deposit                --       --           7,000,000   17.43%

  Corporate Bonds                  10,034,969    24.91%        4,905,479   12.22%

  U.S. Government & Agency 
     Obligations                    9,634,347    23.92%          993,890    2.48%

  Bank Notes                        3,478,333     8.64%          992,428    2.47%

  Other Short-term Investments      3,675,768     9.13%        2,619,371    6.52%

  Repurchase Agreement              2,327,000     5.78%        3,646,000    9.08%
                                -------------   -------    -------------  -------


TOTAL INVESTMENTS                  40,919,880   101.59%       29,556,406   73.61%
OTHER ASSETS & LIABILITIES (NET)     (642,181)   -1.59%       10,596,033   26.39%
                                --------------  -------    -------------  -------
NET ASSETS                      $  40,277,699   100.00%   $   40,152,439  100.00%
                                ==============  =======    =============  =======

<PAGE>
<PAGE>
<CAPTION>
UST Private Equity Investors Fund, Inc.        Fiscal Year End:  October 31, 1995
Statement of Assets and Liabilities              Quarter Ended:  January 31, 1996
---------------------------------------------------------------------------------



ASSETS                                       January 31, 1996    October 31, 1995
------------------------------------- 
<S>                                           <C>                 <C>
Investment Securities, at Cost               $    40,905,209     $    29,563,366
                                               =============      ==============
Investment Securities, at Value (Note 1)          40,919,880          29,556,406

Cash                                                    --            10,977,421
Interest Receivable                                  450,208             332,614
Receivable from Managing Investment Adviser             --               104,101
Prepaid Assets                                        24,091              37,133
Unamortized Organization Costs                        21,118              28,489
                                               -------------      --------------
   TOTAL ASSETS                                   41,415,297          41,036,164
                                               -------------      --------------

LIABILITIES           
-------------------------------------
Payable for Dividends Declared                          --               333,081
Payable for Investments Purchased                  1,010,990                -- 
Managing Investment Advisory Fees Payable             14,651                -- 
Administration Fees Payable                           15,082               7,541
Directors' Fees Payable                                7,541              30,000
Payable For Offering and Organization Costs             --               407,748
Accrued Expenses and Other Payables                   89,334             105,355
                                                ------------        ------------ 
     TOTAL LIABILITIES                             1,137,598             883,725
                                                ------------        ------------
NET ASSETS                                   $    40,277,699     $    40,152,439
                                                ============        ============
<PAGE>
NET ASSETS CONSIST OF      
------------------------------------
Accumulated Undistributed Net 
   Investment Income                         $      147,073      $        42,802
Accumulated Net Realized Loss on Investments           (642)                --
Net Unrealized Appreciation/(Depreciation) 
   on Investments                                    14,671               (6,960)
Par Value                                               405                  405
Paid In Capital in Excess of Par Value           40,116,192           40,116,192
                                               ------------        -------------
    TOTAL NET ASSETS                        $    40,277,699      $    40,152,439 
                                               ============        =============
Shares of Common Stock Outstanding                   40,463               40,463
                                               ------------        -------------

NET ASSET VALUE PER SHARE                           $995.42              $992.32
                                                    =======              =======
                                   
<PAGE>
<PAGE>
<CAPTION>
UST Private Equity Investors Fund, Inc.       Fiscal Year End:  October 31, 1995
Statement of Operations                         Quarter Ended:  January 31, 1996
----------------------------------------------------------------------------------


                                           Quarter Ended  <F1>*August 1, 1995 to
INVESTMENT INCOME                         January 31, 1996     October 31, 1995 
<S>                                       <C>                    <C>
Interest Income                          $       572,454        $       410,496
                                          --------------         --------------
       TOTAL INCOME                              572,454                410,496 
                                          --------------         --------------
EXPENSES            

Management Investment Advisory Fees               70,429                 36,125
Administrative Fees                                7,541                  7,541
Shareholder Servicing Fees                         5,423                  4,585 
Custodial Fees                                     1,013                  3,523
Legal Fees                                        12,426                 20,000
Audit and Other Professional Service Fees          6,913                 27,500
Directors' Fees and Expenses                       7,541                 30,000
Shareholder Reports                                3,628                  7,500
Organization Expenses                              1,512                  1,512
Insurance Expense                                 18,902                 38,065
Miscellaneous Expenses                               251                   --
                                          --------------         --------------
       TOTAL EXPENSES                            135,579                176,351

Expenses Reimbursed by 
   Managing Investment Adviser                   (56,848)              (140,226)
                                          --------------         --------------
       NET EXPENSES                               78,731                 36,125
                                          --------------         -------------- 


NET INVESTMENT INCOME                    $       493,723        $       374,371
                                          ==============         ==============

<PAGE>
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

Net Realized Loss on Security 
   Transactions                          $         (642)       $          -- 

Change in Unrealized 
   Appreciation/(Depreciation)      
   on Investments                                21,631                  (6,960)
                                          --------------         --------------
Net Realized and Unrealized 
   Gain/(Loss) on Investments                    20,989                  (6,960)
                                          --------------         --------------
Net Increase in Net Assets 
   Resulting from Operations            $       514,712         $       367,411
                                          ==============         ==============

<F1> * commencement of operations </F1>
<PAGE>
<PAGE>
<CAPTION>
UST Private Equity Investors Fund, Inc.        Fiscal Year End:  October 31, 1995
Statement of Changes in Net Assets               Quarter Ended:  January 31, 1996
----------------------------------------------------------------------------------

                                                            
                                     Quarter Ended        <F1>*August 1, 1995 to
                                    January 31, 1996           October 31, 1995
OPERATIONS:
<S>                                 <C>                          <C>
Net Investment Income              $       493,723             $       374,371
Net Realized Loss on Investments              (642)                      --  
Change in Unrealized 
  Appreciation/(Depreciation) 
  on Investments                            21,631                      (6,960)
                                    --------------               --------------
Net Increase in Net Assets
   Resulting From Operations               514,712                     367,411


DISTRIBUTIONS TO SHAREHOLDERS:                                                  

From Net Investment Income                (389,452)                   (333,081)


CAPITAL SHARE TRANSACTIONS:

Subscriptions                                  --                   40,462,000
Offering Costs                                 --                     (344,891)
                                     --------------             ---------------

<PAGE>
Increase in Net Assets from Capital 
  Share Transactions                           --                   40,117,109


NET INCREASE IN NET ASSETS                  125,260                 40,151,439  


NET ASSETS:
  Beginning of Period                    40,152,439                      1,000 
                                     --------------             ---------------
  End of Period (Including 
    accumulated undistributed
    net investment income of 
    $147,073 and $42,802)           $    40,277,699            $    40,152,439
                                     ==============              ==============

  <F1> * commencement of operations </F1>

</TABLE>

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             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 following is a summary of some of the Fund'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, as circumstances
warrant.  Investments in 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 are valued, pursuant
to guidelines adopted by the Managing Investment Adviser, 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 of securities, excluding short-term investments,
for the Company aggregated $5,260,228.  There were no long-term
sales.  As of quarter-end, the Company has committed to purchase 
an additional $5,758,087 in long-term securities of portfolio 
companies and private funds.  
     
Reference is also made to the Company's October 31, 1995 annual 
report on Form 10-K as filed with the Securities and Exchange
Commission for the Notes to Financial Statements contained
therein.

<PAGE>
<PAGE>
Item 2.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations.
           ---------------------------------------------------------------

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

UST Private Equity Investors Fund, Inc. (the "Company") incurred net 
operating expenses totaling $78,731 for the three months ended January 31, 
1996.  The Company's net asset value per common share was $995.42 at 
January 31, 1996, down $4.58 per share from the initial offering price of 
$1,000.00 per share.  This decrease is primarily the result of offering and 
organizational expenses incurred related to the Company's initial public 
offering which was completed on October 31, 1995 and charged against net 
asset value.


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

For the three months ended January 31, 1996, the Company had a $20,989 net 
realized and unrealized gain from investments, comprised of $642 net 
realized loss on security transactions related to short-term investments 
and a $21,631 increase in net unrealized appreciation of short-term 
investments.

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

For the three months ended January 31, 1996, the Company had net investment 
income of $493,723, compared to net investment income of $374,371 for the 
period from August 1, 1995 to October 31, 1995. 1/<F2>  The increase in net
investment income for the three months ended January 31, 1996 was primarily
the result of interest from portfolio investments.  The increase in interest
from portfolio investments was partially offset by an increase in operating
expenses compared to the 1995 period.   

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

1/<F2>  Public offering period.</F2>

<PAGE>
<PAGE>
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 three months ended January 31, 
1996, the Managing Investment Adviser earned $70,429 in management fees.  
For the same period, the Managing Investment Adviser reimbursed other 
operating expenses of the Company in the amount of $56,848 as a result of 
expenses incurred in excess of those permitted pursuant to the Company's 
Prospectus.

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

At January 31, 1996, the Company's net assets were $40,277,699, an increase 
of $125,260 from net assets of $40,152,439 at October 31, 1995.  The net 
asset value per share of common stock was $995.42, up $3.10 from $992.32 
per share at October 31, 1995.  Net assets resulting from operations for 
the three months ended January 31, 1996 increased $514,712, which was 
comprised of $493,723 of net investment income and $20,989 net realized and 
unrealized gain from investments.

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

On October 31, 1995, the Company completed its public offering of common 
stock.  From July 31, 1995 to October 31, 1995, the Company sold a total of 
40,462 shares of common stock at $1,000 per share in the offering.  In 
addition, the Company's President purchased 1 share of the Company's common 
stock during 1994 for $1,000 as part of the formation of the Company.  
Gross proceeds received by the Company from the sale of its common stock 
during 1994 and 1995 totaled $40,463,000 and net proceeds to the Company 
from the public offering, after offering and organizational costs, totaled 
$40,117,109.

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.

On January 31, 1996, the Company held no cash and $38,677,967 in short-term 
investments, compared to $10,977,421 in cash and $29,556,406 in investments 
at October 31, 1995.  These changes from October 31, 1995 were primarily 
the result of the Company's investment activities for the three months 
ended January 31, 1996.  During the quarter, the Company invested 
<PAGE>
<PAGE>

$1,985,000 in a combination of preferred and common stock of Rental Service 
Corporation (a private middle-market company engaged in the equipment 
rental business and based in the southern United States).  During the 
quarter, the Company also committed to invest in three private funds:  
Brentwood Associates Buyout Fund II, L.P. (a Los Angeles-based private 
equity investment firm) in the amount of $2,000,000; Bruckmann, Rosser & 
Sherrill & Co., L.P. (a New York-based buyout fund) in the amount of 
$2,000,000; and Morgenthaler Venture Partners IV (a Cleveland-based venture 
capital/buyout firm) in the amount of $2,000,000.  In connection with the 
Company's commitments to these private funds, a total of $256,913, 
representing capital calls, was paid by the Company.

<PAGE>
<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.

<PAGE>
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                               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/ Lisa A. Cummings                        
                      By:   Lisa A. Cummings, Treasurer and Vice President 
                            (Principal Financial and Accounting Officer)





Date:  March 13, 1996