<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   __________

                                    FORM 10-Q

(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the quarterly period ended  April 30, 2002
                               -------------------------------------------------

                                       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 000-24856
                                               ---------------------

                     UST PRIVATE EQUITY INVESTORS FUND, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                                               <C>
MARYLAND                                                                          13-3786385
------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)        (I.R.S. Employer Identification No.)

114 West 47th Street, New York, NY                                                10036-1532
------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)                                          (Zip Code)
</TABLE>

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

         As of June 1, 2002, there were 40,463 shares of the Registrant's
Common Stock, $.01 par value per share, outstanding.

<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 UST Private Equity Investors Fund, Inc.'s (the
"Company's") actual results to differ from future performance suggested herein.

<TABLE>
<CAPTION>

                 INDEX                                                                                  PAGE NO.
                 -----                                                                                  --------
<S>                                                                                                        <C>

        PART I.  FINANCIAL INFORMATION

        Item 1.  Financial Statements.                                                                     1

                 Portfolio of Investments as of April 30, 2002.                                            1

                 Statement of Assets and Liabilities at April 30, 2002 and October 31, 2001.               3

                 Statement of Operations for the six-month periods ended April 30, 2002 and April
                 30, 2001.                                                                                 4

                 Statement of Changes in Net Assets for the six-month periods
                 ended April 30, 2002 and April 30, 2001.                                                  5

                 Statement of Cash Flows for the six-month periods ended April 30, 2002 and April
                 30, 2001.                                                                                 6

                 Financial Highlights at April 30, 2002 and October 31, 2001.                              7

                 Notes to Financial Statements.                                                            8

        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of                10
                 Operations.

        Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                               12

       PART II.  OTHER INFORMATION

        Item 1.  Legal Proceedings.                                                                        12

        Item 2.  Changes in Securities and Use of Proceeds.                                                12

        Item 3.  Defaults Upon Senior Securities.                                                          12

        Item 4.  Submission of Matters to a Vote of Security Holders.                                      12

        Item 5.  Other Information.                                                                        12

        Item 6.  Exhibits and Reports on Form 8-K.                                                         13

SIGNATURES                                                                                                 14
</TABLE>

<PAGE>

PART I.     FINANCIAL INFORMATION

Item 1.  Financial Statements.

UST Private Equity Investors Fund, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------

                                                         April 30, 2002
                                                ----------------------------

PORTFOLIO STRUCTURE
-------------------

 PRIVATE INVESTMENT FUNDS                       $4,921,260            58.59%


 PUBLICLY TRADED COMPANIES                       1,955,919            23.29%


 SHORT-TERM INVESTMENTS:

     U.S. GOVERNMENT OBLIGATIONS                 1,098,891            13.08%

     INVESTMENT COMPANIES                          205,822             2.45%
                                                ----------        ----------

 TOTAL INVESTMENTS                               8,181,892            97.41%
 OTHER ASSETS & LIABILITIES (NET)                  217,144             2.59%
                                                ----------        ----------

 NET ASSETS                                     $8,399,036           100.00%
                                                ==========        ==========

                       See Notes to Financial Statements.

                                        1

<PAGE>

UST Private Equity Investors Fund, Inc.
Portfolio of Investments (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          April 30, 2002

   Principal                                                                    Acquisition            Value
 Amount/Shares                                                                    Date ##             (Note 1)
 -------------                                                                    -------             --------
<S>                                                                             <C>                   <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS - 13.08%
$ 1,100,000  US Treasury Bills 1.65%, 5/23/02                                                        $    1,098,891
                                                                                                     --------------
               Total - US Government Agency Obligations (Cost $1,098,891)                                 1,098,891
                                                                                                     --------------

PRIVATE INVESTMENT FUNDS #, @ -- 58.59%
             Allegra Capital Partners III, L.P.                                 03/96 to 04/00              461,111
             Brentwood Associates Buyout Fund II, L.P.                          01/96 to 04/00              327,485
             Bruckmann, Rosser, Sherrill & Co., L.P.                            12/95 to 04/00            1,652,542
             Morgenthaler Venture Partners IV, L.P.                             12/95 to 04/00              940,342
             Sevin Rosen Fund V, L.P.                                           04/96 to 04/00              788,517
             Vanguard V,  L.P.                                                  05/96 to 02/99              751,263
                                                                                                     --------------
                 Total - Private Investment Funds (Cost $7,402,350)                                       4,921,260
                                                                                                     --------------

PRIVATE COMPANIES #, @    -- 0.00%
  Common Preferred Stocks -- 0.00%
    Medical Devices - 0.00%
   515,464     **Cardiopulmonary Corp., Series D                                    11/96                        --
    35,294     **Cardiopulmonary Corp., Series F                                    07/98                        --
                                                                                                     --------------
                 Total - Private Companies (Cost $2,150,000)                                                     --
                                                                                                     --------------

PUBLIC COMPANIES # - 23.29%
  Common Stocks and Warrants - 23.29%
    Semiconductors - 23.29%

   202,418     LogicVision, Inc.                                                05/97 to 04/02            1,680,069
    55,170     QuickLogic Corporation                                               10/99                   275,850
                                                                                                     --------------
                 Total - Private Companies (Cost $1,933,481)                                              1,955,919
                                                                                                     --------------

INVESTMENT COMPANIES - 2.45%
   205,822     Dreyfus Government Cash Management Fund                                                      205,822
                                                                                                     --------------
               (Cost $205,822)

TOTAL INVESTMENTS (Cost $12,790,544*) - 97.41%                                                            8,181,892
OTHER ASSETS & LIABILITIES (NET) - 2.59%                                                                    217,144
                                                                                                     --------------

NET ASSETS -- 100.00%                                                                                $    8,399,036
                                                                                                     ===============
</TABLE>

*  Aggregate cost for federal tax and book purposes.
** At April 30, 2002, the Company owned 5% or more of the company's outstanding
   shares thereby making the company an affiliate as defined by the Investment
   Company Act of 1940. Total market value of affiliated securities owned at
   April 30, 2002 was $0.
#  Non-income producing securities.
## Required disclosure for restricted securities only.
@  Restricted as to public resale. Acquired between December 1, 1995 and April
   30, 2002. Total cost of restricted securities at April 30, 2002 aggregated
   $9,552,350. Total market value of restricted securities owned at April 30,
   2002 was $4,921,260 or 58.59% of net assets.

                       See Notes to Financial Statements.

                                        2

<PAGE>

UST Private Equity Investors Fund, Inc.
Statement of Assets and Liabilities
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 April 30, 2002       October 31, 2001
                                                              ------------------     -------------------
                                                                    (Unaudited)
<S>                                                           <C>                    <C>
ASSETS:

Investment Securities, at Cost                                $       12,790,544     $        17,629,956
                                                              ==================     ===================

Investment Securities, at Value                               $        8,181,892              13,553,675

Cash                                                                          --                  16,232
Receivables:
   Interest                                                                1,821                   2,363
   From Investment Adviser                                               339,415                 783,093
Prepaid Assets                                                             1,482                   4,854
                                                              ------------------     -------------------

      Total Assets                                                     8,524,610              14,360,217
                                                              ------------------     -------------------

LIABILITIES:

Administration and Shareholder Servicing Fees Payable                     14,189                  29,067
Directors' Fees Payable                                                   30,753                  67,000
Accrued Expenses and Other Payables                                       80,632                 128,675
                                                              ------------------     -------------------

      Total Liabilities                                                  125,574                 224,742
                                                              ------------------     -------------------

NET ASSETS                                                    $        8,399,036     $        14,135,475
                                                              ==================     ===================

NET ASSETS consist of:

Accumulated Undistributed Net Investment Income               $          635,297     $           694,997
Accumulated Net Realized (Loss) on Investments                        (5,512,858)             (2,966,218)
Net Unrealized (Depreciation) on Investments                          (4,608,652)             (4,076,281)
Par Value                                                                    405                     405
Paid in Capital                                                       18,002,731              20,908,360
Allowance for Management Incentive Fee                                  (117,887)               (425,788)
                                                              ------------------     -------------------

      Total Net Assets                                        $        8,399,036     $        14,135,475
                                                              ==================     ===================

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

NET ASSET VALUE PER SHARE                                     $           207.57     $            349.34
                                                              ==================     ===================
</TABLE>

                       See Notes to Financial Statements.

                                        3

<PAGE>

UST Private Equity Investors Fund, Inc.
Statement of Operations (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                      April 30,
                                                                2002              2001
                                                          --------------     -------------
<S>                                                       <C>                <C>
INVESTMENT INCOME:

Interest Income                                           $       24,830     $      97,986
                                                          --------------     -------------

      Total Income                                                24,830            97,986
                                                          --------------     -------------

EXPENSES:

Management Investment Advisory Fees                               61,986           130,823
Administrative Fees and Shareholder Servicing                     13,150            30,745
Fees
Custodial Fees                                                     8,083             3,489
Legal Fees                                                        49,589            40,071
Audit and Other Professional Service Fees                         15,175             8,973
Directors' Fees and Expenses                                      29,753            33,225
Shareholder Reports                                               10,217             8,227
Insurance Expense                                                  3,372             2,377
Miscellaneous Expense                                                744               595
                                                          --------------     -------------

      Total Expenses                                             192,069           258,525

Fees Waived and Expenses Reimbursed by Adviser                  (107,539)          (93,430)
                                                          --------------     -------------

    Net Expenses                                                  84,530           165,095
                                                          --------------     -------------

NET INVESTMENT (LOSS)                                            (59,700)          (67,109)
                                                          --------------     -------------

REALIZED AND UNREALIZED GAIN/
  (LOSS) ON INVESTMENTS:

Net Realized Gain/(Loss) on Security Transactions             (2,546,640)        1,109,737

Change in Unrealized/(Depreciation)
  on Investments                                                (532,371)       (9,323,646)
                                                          --------------     -------------

NET REALIZED AND UNREALIZED
  (LOSS) ON INVESTMENTS                                       (3,079,011)       (8,213,909)

Change in Management Incentive Fee                               307,901           821,393
                                                          --------------     -------------

NET (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                               $   (2,830,810)    $  (7,459,625)
                                                          ==============     =============
</TABLE>

                       See Notes to Financial Statements.

                                        4

<PAGE>

UST Private Equity Investors Fund, Inc.
Statement of Changes in Net Assets (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                                      April 30,
                                                             2002                 2001
                                                      -----------------     ------------------
<S>                                                   <C>                   <C>
OPERATIONS:

Net Investment (Loss)                                 $        (59,700)      $        (67,109)
Net Realized Gain/(Loss) on Investments                     (2,546,640)             1,109,737
Change in Unrealized (Depreciation) on Investments            (532,371)            (9,323,646)
Change in Allowance for Management
  Incentive Fee                                                307,901                821,393
                                                      ----------------      -----------------

Net (Decrease) in Net Assets
  Resulting From Operations                                 (2,830,810)            (7,459,625)

DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net Realized (Loss) on Investments                                  --             (6,993,802)
Return of Capital                                           (2,905,629)                    --
                                                      ----------------      -----------------

NET (DECREASE) IN NET ASSETS                                (5,736,439)           (14,453,427)

NET ASSETS:

Beginning of Period                                         14,135,475             31,468,832
                                                      ----------------      -----------------

End of Period                                         $      8,399,036      $      17,015,405
                                                      ================      =================
</TABLE>

                       See Notes to Financial Statements.

                                        5

<PAGE>

UST Private Equity Investors Fund, Inc.
Statement of Cash Flows (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                    April 30,
                                                           2002                2001
                                                    -----------------    -----------------
<S>                                                 <C>                  <C>
CASH FLOWS FROM INVESTING
  AND OPERATING ACTIVITIES:

Proceeds from Sales of Investments                  $          3,361      $      1,781,624
Return of Capital from Private Investment Funds              579,773                    --
Net Decrease in Short Term Investments                     1,709,638             6,576,512
Investment Income                                            333,273                34,581
Decrease in Receivable from Investment Adviser               443,678                    --
Operating Expenses Paid                                     (180,326)           (1,385,154)
                                                    ----------------      ----------------

Net Cash Provided from Investing and
    Operating Activities                                   2,889,397             7,007,563
                                                    ----------------      ----------------

CASH FLOWS FROM FINANCING
  ACTIVITIES:

Distributions from:
Return of Capital                                         (2,905,629)
Realized (Loss) on Investment                                                           --
                                                                  --            (6,992,915)
                                                    ----------------      ----------------

Net Cash Used for Financing Activities                    (2,905,629)           (6,992,915)
                                                    ----------------      ----------------

Net Increase/(Decrease) in Cash                              (16,232)               14,648

CASH AT BEGINNING OF PERIOD                                   16,232                (4,062)
                                                    ----------------      ----------------

CASH AT END OF PERIOD                               $             --      $         10,586
                                                    ================      ================
</TABLE>


                       See Notes to Financial Statements.

                                        6

<PAGE>

UST Private Equity Investors Fund, Inc.
Financial Highlights (Unaudited)

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

Per Share Operating Performance: (1)

<TABLE>
<CAPTION>
                                                            April 30, 2002                October 31, 2001
                                                         ----------------------         ----------------------
<S>                                                      <C>                            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                              $     349.34                    $    777.72

INCOME FROM INVESTMENT OPERATIONS:
Net Investment (Loss)                                                    (1.47)                         (2.79)
Net Realized (Loss) and Unrealized (Loss) on
Investments                                                             (76.10)                       (280.83)
Change in Allowance for Management Incentive Fee                          7.61                          28.08
                                                         ----------------------         ----------------------

     Total from Investment Operations                                   (69.96)                       (255.54)
                                                         ----------------------         ----------------------

DISTRIBUTIONS:

In Excess of Net Realized Gain                                              --                        (172.84)
Return of Capital                                                       (71.81)                            --
                                                         ----------------------         ----------------------

     Total Distributions                                                (71.81)                       (172.84)
                                                         ----------------------         ----------------------

NET ASSET VALUE, END OF PERIOD                                    $     207.57                    $    349.34
                                                         ======================         ======================

TOTAL NET ASSET VALUE RETURN (3)                                        (20.03)%                       (42.98)%
                                                         ======================         ======================

Ratios and supplemental data:
Net Assets, End of Period (000's)                                 $      8,399                    $    14,135
Ratios to Average Net Assets (2)
   Gross Expenses                                                         3.39%                          2.72%
   Net Expenses                                                           1.49%                          1.28%
   Net Investment (Loss)                                                 (1.05)%                        (0.55)%
   Interest Expense Ratio                                                  N/A                            N/A
   Turnover (3)                                                           0.00%                          0.00%
</TABLE>

(1)   For a share outstanding throughout the period
(2)   Annualized
(3)   Non-annualized

                       See Notes to Financial Statements.

                                        7

<PAGE>

                     UST Private Equity Investors Fund, Inc.

                    Notes to Financial Statements (Unaudited)

Note 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 a
non-diversified, closed-end management investment company that 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 the Company's significant accounting
policies. Such policies are in conformity with generally accepted accounting
principles for investment companies and are consistently followed in the
preparation of the financial statements. Generally accepted accounting
principles in the United States require management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from these estimates.

     (a) Portfolio valuation:

          The Company values portfolio securities quarterly and at such other
     times as, in the Board of Directors' view, circumstances warrant.
     Investments in securities for which market quotations are readily available
     generally will be valued at the last sale price on the date of valuation
     or, if no sale occurred, at the mean of the latest bid and ask prices;
     provided that, as to such securities that may have legal, contractual or
     practical restrictions on transfer, a discount of 10% to 40% from the
     public market price will be applied. Securities for which no public market
     exists and other assets will be valued at fair value as determined in good
     faith by the Managing Investment Adviser (as defined below) or a committee
     of the Board under the supervision of the Board pursuant to certain
     valuation procedures summarized below. Securities having remaining
     maturities of 60 days or less are valued at amortized cost.

          The value for securities for which no public market exists is
     difficult to determine. Generally, such investments will be valued on a
     "going concern" basis without giving effect to any disposition costs. There
     is a range of values that is reasonable for such investments at any
     particular time. Initially, direct investments are valued based upon their
     original cost, until developments provide a sufficient basis for use of a
     valuation other than cost. Upon the occurrence of developments providing a
     sufficient basis for a change in valuation, direct investments will be
     valued by the "private market" or "appraisal" method of valuation. The
     private market method shall only be used with respect to reliable third
     party transactions by sophisticated, independent investors. The appraisal
     method shall be based upon such factors affecting the company such as
     earnings, net worth, reliable private sale prices of the company's
     securities, the market prices for similar securities of comparable
     companies, an assessment of the company's future prospects or, if
     appropriate, liquidation value. The values for the investments referred to
     in this paragraph will be estimated regularly by the Managing Investment
     Adviser or a committee of the Board and, in any event, not less frequently
     than quarterly. However, there can be no assurance that such values will
     represent the return that might ultimately be realized by the Company from
     the investments.

          At April 30, 2002, market quotations were not readily available for
     securities valued at $4,921,260. Such securities were valued by the
     Managing Investment Adviser, under the supervision of the Board of
     Directors. Because of the inherent uncertainty of valuation, the estimated
     values may differ significantly from the values that would have been used
     had a ready market for the securities existed, and the differences could be
     material.

     (b) Security transactions and investment income:

          Security transactions are recorded on a trade date basis. Realized
     gains and losses on investments sold are recorded on the basis of
     identified cost. Interest income, adjusted for amortization of premiums and
     discounts on investments, is earned from settlement date and is recorded on
     the accrual basis. Dividend income is recorded on the ex-dividend date.

                                        8

<PAGE>

     (c) Repurchase agreements:

          The Company enters into agreements to purchase securities and to
     resell them at a future date. It is the Company's policy to take custody of
     securities purchased and to ensure that the market value of the collateral
     including accrued interest is sufficient to protect the Company from losses
     incurred in the event the counterparty does not repurchase the securities.
     If the seller defaults and the value of the collateral declines or if
     bankruptcy proceedings are commenced with respect to the seller of the
     security, realization of the collateral by the Company may be delayed or
     limited.

     (d) 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.

          Dividends from net investment income are declared and paid at least
     annually. Any net realized capital gains, unless offset by any available
     capital loss carryforwards, are distributed to shareholders at least
     annually. Dividends and distributions are determined in accordance with
     federal income tax regulations which may differ from generally accepted
     accounting principles. These "book/tax" differences are either considered
     temporary or permanent. To the extent these differences are permanent, such
     amounts are reclassified within the capital accounts based on their federal
     tax basis treatment; temporary differences do not require reclassification.

          The Company has an unused capital loss carryforward of $2,261,586
     available for income tax purposes, to be applied against future net
     security profits, if any, realized after October 31, 2001. If not applied,
     the carryover expires in fiscal year 2009.

          At April 30, 2002, the tax basis of the Company's investments for
     federal income tax purposes amounted to $12,790,544. The net unrealized
     depreciation amounted to $4,608,652, which is comprised of gross unrealized
     appreciation of $924,677 and aggregate gross unrealized depreciation of
     $5,533,329.

     (e) Cash Equivalents

          The Company treats all highly-liquid financial instruments that mature
     within three months as cash equivalents.

Note 2 -- Investment Advisory Fee, Administration Fee and Related Party
Transactions

     Pursuant to an Investment Management Agreement ("Agreement"), United States
Trust Company of New York ("U.S. Trust NY") and U.S. Trust Company ("U.S.
Trust") serve as the Managing Investment Adviser to the Company. Under the
Agreement, for the services provided, the Managing Investment Adviser is
entitled to receive a management fee, at the annual rate of 1.50% of the net
assets of the Company, determined as of the end of each fiscal quarter, that are
invested or committed to be invested in portfolio companies or private funds and
equal to an annual rate of 0.50% of the net assets of the Company, determined as
of the end of each fiscal quarter, that are invested in short-term investments
and are not committed to portfolio companies or private funds.

     In addition to the management fee, the Company has agreed to pay the
Managing Investment Adviser an incentive fee in an amount equal to 10% of the
cumulative realized capital gains (net of realized capital losses and unrealized
net capital depreciation), less the aggregate amount of incentive fee payments
in prior years. If the amount of the incentive fee in any year is a negative
number, or cumulative net realized gains less net unrealized capital
depreciation at the end of any year is less than such amount calculated at the
end of the previous year, the Managing Investment Adviser will be required to
repay the Company all or a portion of the incentive fee previously paid.

     On December 20, 2001, the Board (including a majority of the directors that
are not interested persons of the Company) approved an Investment Sub-Advisory
Agreement (the "Sub-Advisory Agreement") among the Company, U.S. Trust NY, U.S.
Trust and U.S. Trust Company, N.A. Pursuant to the Sub-Advisory Agreement, U.S.
Trust Company, N.A. serves as the investment sub-adviser to the Company and
receives an investment management fee from the Managing Investment Adviser.

                                        9

<PAGE>

     U.S. Trust NY is a New York state-chartered bank and trust company and a
member bank of the Federal Reserve System. U.S. Trust is a Connecticut state
bank and trust company. U.S. Trust Company, N.A. is a nationally chartered bank.
Each is a wholly-owned subsidiary of U.S. Trust Corporation, a registered bank
holding company. U.S. Trust Corporation is a wholly-owned subsidiary of The
Charles Schwab Corporation.

     Beginning January 1, 2002, PFPC, Inc. ("PFPC") began providing
administrative and accounting services to the Company pursuant to an
Administration and Accounting Services Agreement. Also beginning January 1,
2002, PFPC Trust Company began providing custodian services to the Company
pursuant to a Custodian Services Agreement. Beginning February 1, 2002, PFPC
began providing transfer agency services to the Company pursuant to a Transfer
Agency Agreement. For the services provided to the Company by PFPC and its
affiliates, PFPC is entitled to an annual fee of 0.02% of average net assets
plus reimbursement of reasonable expenses, subject to a $14,000 base fee,
payable monthly.

     The Managing Investment Adviser has voluntarily agreed to waive or
reimburse other operating expenses of the Company, exclusive of management fees,
to the extent they exceed 0.42% of the Company's net assets, and will waive or
reimburse, exclusive of management fees, all such expenses with respect to that
portion of the Company's net assets, determined as of the end of each fiscal
quarter, that is invested in short-term investments. This reimbursement amounted
to $107,539 for the six months ended April 30, 2002.

     Each director of the Company receives an annual fee of $9,000, plus a
meeting fee of $1,500 for each meeting attended, and is reimbursed for expenses
incurred for attending meetings. No person who is an officer, director or
employee of the Managing Investment Adviser, or U.S. Trust Corporation or its
subsidiaries, who serves as an officer, director or employee of the Company
receives any compensation from the Company.

Note 3 -- Purchases and Sales of Securities

     Excluding short-term investments, the Company's purchases and sales of
securities for the six-month period ended April 30, 2002 were $0 and $0
respectively.

     The Company received distributions from private investment funds in the
amount of $579,773 for the six-month period ended April 30, 2002.

Note 4 -- Transactions with Affiliated Companies

      An affiliated company is a company in which the Company has ownership of
at least 5% of the voting securities. The Company did not receive dividend or
interest income from affiliated companies during the six-month period ended
April 30, 2002. There were no transactions with companies which are or were
affiliates during the period.

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

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

Six-Month Period Ended April 30, 2002 as Compared to the Similar Period in 2001

         The Company's net asset value per common share was $207.57 at April 30,
2002, down $141.77 per share from the net asset value per common share of
$349.34 at October 31, 2001. This decrease is principally the result of: (1) a
return of capital distribution of $2,905,629 ($71.81 per share) paid to
shareholders on January 7, 2002, and (2) declines in the valuations of private
investment funds held by the Company. The Company's net asset value per common
share was $420.52 at April 30, 2001, down $357.20 per share from the net asset
value per common share of $777.72 at October 31, 2000.

                                       10

<PAGE>

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

     For the six-month periods ended April 30, 2002 and 2001, the Company had a
net realized gain/(loss) on security transactions of ($2,546,640) and
$1,109,737, respectively. For the six-month periods ended April 30, 2002 and
2001, the Company had a net change in unrealized depreciation on investments of
($532,371) and ($9,323,646), respectively. The change in unrealized depreciation
was principally the result of a reclassification from unrealized depreciation to
realized loss, offset by declines in the valuations of private investment funds
held by the Company. The realized loss was the result of the conclusion of the
bankruptcy proceeding related to AbTox, Inc.

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

     For the six-month period ended April 30, 2002, the Company had interest
income of $24,830 and net operating expenses, net of expenses reimbursed by the
Managing Investment Adviser (as defined below), of $84,530, resulting in net
investment loss of $59,700 as compared to interest income of $97,986 and net
operating expenses, net of expenses reimbursed by the Managing Investment
Adviser, of $165,095 resulting in net investment loss of $67,109 for the
six-month period ended April 30, 2001. The primary reason for the decrease in
interest income was a decrease in assets invested in short-term instruments. Net
expenses declined as a result of the reduction in management advisory fees
period over period.

     United States Trust Company of New York and U.S. Trust Company (together,
the "Managing Investment Adviser") provide 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 management fee is determined and payable quarterly. For the
six-month periods ended April 30, 2002 and 2001, the Managing Investment Adviser
earned $61,986 and $130,823 in management advisory fees, respectively. In
addition, for the six-month periods ended April 30, 2002 and 2001, the change in
allowance for the management incentive fee was $307,901 and $821,393,
respectively (both decreases in accumulated management incentive fees). For the
same periods, the Managing Investment Adviser reimbursed other operating
expenses of the Company in the amounts of $107,539 and $93,430, respectively, as
a result of expenses incurred in excess of those permitted pursuant to the
Company's prospectus.

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

     At April 30, 2002, the Company's net assets were $8,399,036, a decrease of
$5,736,439 from net assets of $14,135,475 at October 31, 2001, resulting
primarily from a return of capital distribution of $2,905,629 paid to
shareholders on January 7, 2002 and an increase in unrealized depreciation
during the six-month period. The Company's net assets at April 30, 2001 were
$17,015,405.

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

     The Company has focused its investments in the private equity securities of
expansion and later stage venture capital companies and middle-market companies
that 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 pending distribution to shareholders.

     The Company made no follow-on investments in the six-month period ended
April 30, 2002.

     At April 30, 2002, the Company held $0 in cash and $8,181,892 in
investments as compared to $16,232 in cash and $13,553,675 in investments at
October 31, 2001. These changes from October 31, 2001 were primarily the result
of a return of capital distribution of $2,905,629, or $71.81 per share, made to
shareholders on January 7, 2002 as well as an increase in unrealized
depreciation. As of January 31, 2002, the Company has contributed all of its
aggregate capital commitments to private funds, a total of $12 million.

                                       11

<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Equity Price Risk

     A majority of the Company's investment portfolio consists of equity
securities in private companies and private investment funds, representing 60.1%
of the investment portfolio, which are not publicly traded. These investments
are recorded at fair value as determined by the Managing 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 investments in the equity
securities of two public companies. At April 30, 2002, these publicly traded
equity securities were valued at $1,955,919, representing 23.9% of the
investment portfolio. Thus, there is exposure to equity price risk, estimated as
the potential loss in fair value due to a hypothetical 10% decrease in quoted
market prices, of approximately a $195,592 decrease in the value of these
securities. At October 31, 2001, publicly traded equity securities were valued
at $1,733,075 and there was exposure to equity price risk of approximately a
$185,083 decrease in the value of those securities. The increase in market
value, and therefore, the potential loss in fair value, during the period was
principally the result of the removal of a discount previously applied to the
price of shares of LogicVision, Inc. (NASDAQ: LGVN) and appreciation in the
price of shares of QuickLogic Corp. (NASDAQ: QUIK), each a publicly traded
equity security.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

     The Annual Meeting of Shareholders of the Company was held at the offices
of United States Trust Company 114 West 47th Street, New York, New York 10036 at
10:00 a.m. (New York time) on March 22, 2002 (the "Meeting"). Of the 40,463
shares outstanding as of January 25, 2002, the record date for the Meeting,
22,642 were present or represented by proxy at the Meeting. The shareholders of
the Company approved the following matter: to elect each of Mr. Bernstein, Mr.
Hover, Mr. Murphy and Mr. Imbimbo as Directors of the Company. The results of
the voting for this proposal were as follows:

     1. Election of Directors:         For      Withheld
                                       ---      --------

        John C. Hover II             22,211       431
        Gene M. Bernstein            22,261       381
        Stephen V. Murphy            22,261       381
        Victor F. Imbimbo, Jr        22,261       381

Item 5.  Other Information.

        None.
                                       12

<PAGE>

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

(a)      Exhibits.

         None.

(b)      Reports on Form 8-K.

         None.

                                       13

<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 14, 2002                 By: /s/ David I. Fann
                                         ------------------------------------
                                         David I. Fann
                                         (Principal Executive Officer)



Date:  June 14, 2002                 By: /s/ Brian F. Schmidt
                                         ------------------------------------
                                         Brian F. Schmidt
                                         (Principal Financial and Accounting
                                         Officer)

                                       14