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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-K/A AMENDMENT NO. 1
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Mark One) x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 OR o
    
    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 0-17506 UST Inc.  Delaware
    
    06-1193986(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)100 West Putnam Avenue
Greenwich, Connecticut
    
    06830(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (203) 661-1100 Securities registered pursuant to Section 2(b) of the Act: Name of each exchange onTitle of each class
    
    which registeredCommon Stock  $.50 par value
    
    New York Stock Exchange
Pacific Exchange, Inc.
 Securities registered pursuant to Section 12(g) of the Act: None (Title of Class)
 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or15(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. YesxNoo Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of thisForm 10-Kor any
amendment to thisForm 10-K.x Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YesxNoo As of June 30, 2003, the aggregate market value of Registrants Common
Stock, $.50 par value, held by non-affiliates of Registrant (which for this
purpose does not include directors or officers) was $5,773,834,953. As of February 29, 2004, there were 165,417,655 shares of Registrants
Common Stock, $.50 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain pages of Registrants 2004 Notice of Annual Meeting and Proxy Statement
    
    Part III




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15  Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURE PAGESECTION 302 CERTIFICATION (CEO)SECTION 302 CERTIFICATION (CFO)    Table of Contents  
 EXPLANATORY NOTE The sole purpose of this amendment is to amend and restate the certifications
previously filed as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K
for the year ended December 31, 2003 to conform to the form stipulated in Item
601(b)(31) of Regulation S-K. In accordance with Rule 12b-15 promulgated under
the Securities Exchange Act of 1934, as amended, the Registrant has included in
this amendment only Section (a)(3) of Part IV, Item 15 and Exhibits 31.1 and
31.2. Exhibits 31.1 and 31.2 are hereby amended and restated in their entirety.
The remainder of the information contained in the original filing is not
amended hereby. 2




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PART IV 
 Item 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as part of this Report: (3) The following exhibits are filed by Registrant pursuant to Item 601 of
Regulation S-K: 3.1
    
    
    
    Restated Certificate of Incorporation dated May 5, 1992,
incorporated by reference to Exhibit 3.1 to Form 10-Q for
the quarter ended March 31, 1992.3.2
    
    
    
    By-Laws adopted on December 23, 1986, and amended and
restated effective October 22, 1998, incorporated by
reference to Exhibit 3.2 to Form 10-Q for the quarter
ended September 30, 1998.4.1
    
    
    
    Indenture dated as of May 27, 1999, between UST Inc. and
State Street Bank and Trust Company, incorporated by
reference to Exhibit 4 to Form 10-Q for the quarter ended
June 30, 1999.4.2
    
    
    
    Form of certificate of 7.25% Senior Note, incorporated by
reference to Exhibit 4.2 to Form S-4 Registration Statement
filed on August 16, 1999.4.3
    
    
    
    Form of certificate of Floating Rate Senior Note,
incorporated by reference to Exhibit 4.3 to Form S-4
Registration Statement filed on August 16, 1999.4.4
    
    
    
    Form of certificate of 8.80% Senior Note, incorporated by
reference to Exhibit 4.3 to Form S-4 Registration
Statement filed on May 12, 2000.4.5
    
    
    
    Form of certificate of 6.625% Senior Note, incorporated by
reference to Exhibit 4.2 to Form S-4 Registration
Statement filed on November 6, 2002.10.1*
    
    
    
    Employment Agreement entered into on July 23, 1987 between
Registrant and Vincent A. Gierer, Jr., an Executive
Officer, incorporated by reference to Exhibit 10.1 to Form
10-Q for the quarter ended September 30, 1986.10.2*
    
    
    
    Employment Agreement entered into on December 14, 2000
between Registrant and Richard H. Verheij, an Executive
Officer, incorporated by reference to Exhibit 10.2 to Form
10-K for the fiscal year ended December 31, 2000.10.3*
    
    
    
    Employment Agreement entered into on June 30, 2000 between
Registrant and Richard A. Kohlberger, an Executive
Officer, incorporated by reference to Exhibit 10.3 to Form
10-K for the fiscal year ended December 31, 2000.10.4*
    
    
    
    Form of Severance Agreement dated October 27, 1986 between
Registrant and certain officers, incorporated by reference
to Exhibit 10.2 to Form 10-Q for the quarter ended
September 30, 1986.10.5*
    
    
    
    1992 Stock Option Plan, as amended and restated as of
December 9, 1999, and incorporated by reference to Exhibit
A to 2000 Notice of Annual Meeting and Proxy Statement
dated March 20, 2000.10.6*
    
    
    
    2001 Stock Option Plan, as amended and restated and
renamed the Stock Incentive Plan, as of February 20, 2003,
incorporated by reference to Appendix II to 2003 Notice of
Annual Meeting and Proxy Statement dated March 27, 2003.
 3




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10.7*
    
    
    
    UST Inc. Incentive Compensation Plan, as amended and
restated as of January 1, 2003, incorporated by reference
to Appendix I of the 2003 Notice of Annual Meeting and
Proxy Statement dated March 27, 2003.10.8*
    
    
    
    Amendment to UST Inc. Incentive Compensation Plan adopted
on October 15, 2003.10.9*
    
    
    
    Officers Supplemental Retirement Plan, as amended and
restated as of January 1, 2003.10.10*
    
    
    
    Nonemployee Directors Retirement Plan, as amended and
restated as of January 1, 2002, incorporated by reference
to Exhibit 10.10 to Form 10-K for the fiscal year ended
December 31, 2001.10.11*
    
    
    
    Directors Supplemental Medical Plan, as amended and
restated as of February 16, 1995, incorporated by
reference to Exhibit 10.10 to Form 10-K for the fiscal
year ended December 31, 1994.10.12*
    
    
    
    Nonemployee Directors Stock Option Plan effective May 2,
1995, incorporated by reference to Exhibit A to 1995
Notice of Annual Meeting and Proxy Statement dated March
24, 1995.10.13*
    
    
    
    Amendment to Nonemployee Directors Stock Option Plan,
effective June 30, 2000, incorporated by reference to
Exhibit 10.13 to Form 10-K for the fiscal year ended
December 31, 2000.10.14*
    
    
    
    Nonemployee Directors Restricted Stock Award Plan
effective January 1, 1999, incorporated by reference to
Exhibit 10.11 to Form 10-K for the fiscal year ended
December 31, 1998.21
    
    
    
    Subsidiaries of UST.23
    
    
    
    Consent of Independent Auditors.31.1
    
    
    
    Section 302 Certification (CEO)31.2
    
    
    
    Section 302 Certification (CFO)32
    
    
    
    Section 906 Certification.
   *
    
    Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of the rules governing the
preparation of this Report. 4




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SIGNATURE PAGE Pursuant to the requirements of Section 13 or15(d)of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized. UST Inc.Date:  April 22, 2004By:
    
    /s/ Vincent A. Gierer, Jr.Vincent A. Gierer, Jr.Chairman of the Board, Chief Executive
Officer and President
 5




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EXHIBIT INDEX1 3.1
    
    
    
    Restated Certificate of Incorporation dated May 5, 1992,
incorporated by reference to Exhibit 3.1 to Form 10-Q for
the quarter ended March 31, 1992.3.2
    
    
    
    By-Laws adopted on December 23, 1986, and amended and
restated effective October 22, 1998, incorporated by
reference to Exhibit 3.2 to Form 10-Q for the quarter
ended September 30, 1998.4.1
    
    
    
    Indenture dated as of May 27, 1999, between UST Inc. and
State Street Bank and Trust Company, incorporated by
reference to Exhibit 4 to Form 10-Q for the quarter ended
June 30, 1999.4.2
    
    
    
    Form of certificate of 7.25% Senior Note, incorporated by
reference to Exhibit 4.2 to Form S-4 Registration
Statement filed on August 16, 1999.4.3
    
    
    
    Form of certificate of Floating Rate Senior Note,
incorporated by reference to Exhibit 4.3 to Form S-4
Registration Statement filed on August 16, 1999.4.4
    
    
    
    Form of certificate of 8.80% Senior Note, incorporated by
reference to Exhibit 4.3 to Form S-4 Registration
Statement filed on May 12, 2000.4.5
    
    
    
    Form of certificate of 6.625% Senior Note, incorporated by
Reference to Exhibit 4.2 to Form S-4 Registration
Statement filed on November 6, 2002.10.1*
    
    
    
    Employment Agreement entered into on July 23, 1987 between
Registrant and Vincent A. Gierer, Jr., an Executive
Officer, incorporated by reference to Exhibit 10.1 to Form
10-Q for the quarter ended September 30, 1986.10.2*
    
    
    
    Employment Agreement entered into on December 14, 2000
between Registrant and Richard H. Verheij, an Executive
Officer, incorporated by reference to Exhibit 10.2 to Form
10-K for the fiscal year ended December 31, 2000.10.3*
    
    
    
    Employment Agreement entered into on June 30, 2000 between
Registrant and Richard A. Kohlberger, an Executive
Officer, incorporated by reference to Exhibit 10.3 to Form
10-K for the fiscal year ended December 31, 2000.10.4*
    
    
    
    Form of Severance Agreement dated October 27, 1986 between
Registrant and certain officers, incorporated by reference
to Exhibit 10.2 to Form 10-Q for the quarter ended
September 30, 1986.10.5*
    
    
    
    1992 Stock Option Plan, as amended and restated as of
December 9, 1999, and incorporated by reference to Exhibit
A to 2000 Notice of Annual Meeting and Proxy Statement
dated March 20, 2000.10.6*
    
    
    
    2001 Stock Option Plan, as amended and restated and
renamed the Stock Incentive Plan, as of February 20, 2003,
incorporated by reference to Appendix II to 2003 Notice of
Annual Meeting and Proxy Statement dated March 27, 2003.10.7*
    
    
    
    UST Inc. Incentive Compensation Plan, as amended and
restated as of January 1, 2003, incorporated by reference
to Appendix I to 2003 Notice of Annual Meeting and Proxy
Statement dated March 27, 2003.
   1
    
    Exhibits, which are neither incorporated by reference herein or filed as
exhibits with this Amendment No. 1, were filed with the Securities & Exchange
Commission on March 19, 2004 as exhibits to the original Annual Report on Form
10-K for the year ended December 31, 2003. 6




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10.8*
    
    
    
    Amendment to UST Inc. Incentive Compensation Plan adopted
on
October 15, 2003.10.9*
    
    
    
    Officers Supplemental Retirement Plan, as amended and
restated as of January 1, 2003.10.10*
    
    
    
    Nonemployee Directors Retirement Plan, as amended and
restated as of January 1, 2002, incorporated by reference
to Exhibit 10.10 to Form 10-K for the fiscal year ended
December 31, 2001.10.11*
    
    
    
    Directors Supplemental Medical Plan, as amended and
restated as of February 16, 1995, incorporated by
reference to Exhibit 10.10 to Form 10-K for the fiscal
year ended December 31, 1994.10.12*
    
    
    
    Nonemployee Directors Stock Option Plan effective May 2,
1995, incorporated by reference to Exhibit A to 1995
Notice of Annual Meeting and Proxy Statement dated March
24, 1995.10.13*
    
    
    
    Amendment to Nonemployee Directors Stock Option Plan,
effective June 30, 2000, incorporated by reference to
Exhibit 10.13 to Form 10-K for the fiscal year ended
December 31, 2000.10.14*
    
    
    
    Nonemployee Directors Restricted Stock Award Plan
effective January 1, 1999, and incorporated by reference
to Exhibit 10.11 to Form 10-K for the fiscal year ended
December 31, 1998.21
    
    
    
    Subsidiaries of UST.23
    
    
    
    Consent of Independent Auditors.31.1
    
    
    
    Section 302 Certification (CEO)31.2
    
    
    
    Section 302 Certification (CFO)32
    
    
    
    Section 906 Certification.
   *
    
    Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of the rules governing the
preparation of this Report. 7