<PAGE>   1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995
                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                                    UST INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                             <C>
                  DELAWARE                                       06-1193986
          (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
           100 WEST PUTNAM AVENUE,
           GREENWICH, CONNECTICUT                                   06830
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
</TABLE>
 
               UST INC. NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
 JONATHAN P. NELSON, ESQ., 100 WEST PUTNAM AVENUE, GREENWICH, CONNECTICUT 06830
                                 (203) 661-1100
           (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                    COPY TO:
 
                            DAVID J. FRIEDMAN, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                   919 THIRD AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 735-3000
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                <C>                  <C>
                                                                     PROPOSED MAXIMUM
                                                  PROPOSED MAXIMUM       AGGREGATE
      TITLE OF SECURITIES         AMOUNT TO BE     OFFERING PRICE        OFFERING         AMOUNT OF
        TO BE REGISTERED           REGISTERED      PER SHARE(1)(2)       PRICE(2)     REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Common Stock, par value $0.50
  per share(1)..................  200,000 shares        $29.25          $5,850,000       $2,017.24
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Estimated pursuant to paragraph (h)(1) of Rule 457 under the Securities Act
    of 1933, as amended (the "Securities Act"), on the basis of the average of
    the high and low sale prices for a share of Common Stock on the New York
    Stock Exchange -- Composite Transactions Tape on May 5, 1995, within five
    business days prior to filing.
 
(2) Estimated solely for the purpose of calculating the registration fee.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     Incorporated by reference in this Registration Statement are the following
documents filed by the registrant, UST Inc., a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission (the "Commission"):
 
          (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1994;
 
          (b) Registrant's Quarterly Report on Form 10-Q for the period ended
     March 31, 1995;
 
          (c) Registrant's description of its common stock, par value $0.50 per
     share (the "Common Stock"), contained in Registrant's Registration
     Statement on Form S-4, No. 33-12765, filed with the Commission pursuant to
     Section 12(b) of the Exchange Act, dated March 20, 1987.
 
     All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4.  DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Registrant is a Delaware corporation. Section 145 of the Delaware General
Corporation Law allows the indemnification of officers and directors of a
corporation against liabilities and expenses arising out of actions brought by a
third party, provided that the Board of Directors determines that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to a
criminal matter, had no reasonable cause to believe his or her conduct was
unlawful. Such law also permits indemnification against expenses in actions
brought by or in right of a corporation if the standards of conduct required for
indemnification in third party actions are met, and either (1) such person was
not adjudged liable to the corporation, or (2) the Delaware Chancery Court or
other court in which the action was brought determines that such person is
fairly and reasonably entitled to be indemnified. Section 145 also provides that
a corporation may make advances for expenses incurred in defending a suit upon
the receipt of an undertaking by an officer or director to repay such amount if
it is ultimately determined that such person is not entitled to be indemnified.
Indemnification provided by Section 145 is not exclusive, and a corporation is
empowered to purchase and maintain insurance on behalf of any person who is or
was an officer or director of another corporation or other enterprise against
any liability asserted against such person and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under such section.
 
                                      II-1
<PAGE>   3
 
     Registrant maintains, at its expense, a policy of insurance that insures
its directors and officers, subject to certain exclusions or deductions that are
usual in such insurance policies, against certain liabilities that may be
incurred in those capacities, including liabilities arising under the Securities
Act. Registrant has also entered into agreements that provide for the
indemnification of its directors and officers against such liabilities to the
fullest extent permitted by law.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8.  EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
  NO.                                          DESCRIPTION
- --------   -----------------------------------------------------------------------------------
<S>        <C>
 4.1       Restated Certificate of Incorporation of Registrant, a copy of which was filed as
           Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
           March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
 4.2       By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
           by reference thereto.
 5         Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
           securities being registered.
23.1       Consent of Ernst & Young LLP to the incorporation by reference in this Registration
           Statement of their report on the consolidated financial statements included in
           Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
           1994.
23.2       Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
           Exhibit 5 to this Registration Statement is contained in Exhibit 5.
</TABLE>
 
ITEM 9.  UNDERTAKINGS.
 
     (a) Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event
 
                                      II-2
<PAGE>   4
 
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
                                      II-3
<PAGE>   5
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN
OF GREENWICH, STATE OF CONNECTICUT, ON THE 11TH DAY OF MAY, 1995.
 
                                          UST INC.
 
                                          By            VINCENT A. GIERER, JR. 
                                             -----------------------------------
                                             Vincent A. Gierer, Jr.
                                             Chairman of the Board, Chief
                                             Executive Officer and President
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON MAY 11, 1995.
 
<TABLE>
<CAPTION>
                        SIGNATURE                                        TITLE
- ---------------------------------------------------------------------------------------------
<S>                                                       <C>
                                                                Chairman of the Board,
                                                                Chief Executive Officer
                                                                and President (Principal
                  VINCENT A. GIERER, JR.                           Executive Officer)
   ---------------------------------------------------
                  Vincent A. Gierer, Jr.
                                                               Executive Vice President
                                                              and Chief Financial Officer
                                                                 (Principal Financial
                    JOHN J. BUCCHIGNANO                               Officer)
   ---------------------------------------------------
                   John J. Bucchignano
                                                                      Controller
                                                                  (Principal Accounting
                  ROBERT T. D'ALESSANDRO                                Officer)
   ---------------------------------------------------
                  Robert T. D'Alessandro
 
                                                          
                     LOUIS F. BANTLE                              Chairman Emeritus      
   ---------------------------------------------------
                     Louis F. Bantle
 
                                                               
                   JOHN J. BUCCHIGNANO                                 Director
   ---------------------------------------------------
                   John J. Bucchignano
 
                                                              
                     JAMES W. CHAPIN                                   Director  
   ---------------------------------------------------
                     James W. Chapin
 
                                                  
                 EDWARD H. DEHORITY, JR.                               Director  
   ---------------------------------------------------
                 Edward H. DeHority, Jr.
 
                                             
                  VINCENT A. GIERER, JR.                         Chairman of the Board 
   ---------------------------------------------------
                  Vincent A. Gierer, Jr.
 
                                                               
                       P.X. KELLEY                                     Director
   ---------------------------------------------------
                       P.X. Kelley
 
                                                             
                      RALPH L. ROSSI                                   Director
   ---------------------------------------------------
                      Ralph L. Rossi
 
                                                            
                    SPENCER R. STUART                                  Director
   ---------------------------------------------------
                    Spencer R. Stuart
 
                                                            
                     JOSEPH R. TADDEO                                  Director 
   ---------------------------------------------------
                     Joseph R. Taddeo
 
                                                               
                     JOHN P. WARWICK                                   Director
   ---------------------------------------------------
                     John P. Warwick
</TABLE>
                                      II-4
<PAGE>   6
 
                                LIST OF EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
  NO.                                          DESCRIPTION
- --------   -----------------------------------------------------------------------------------
<S>        <C>
 4.1       Restated Certificate of Incorporation of Registrant, a copy of which was filed as
           Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
           March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
 4.2       By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
           by reference thereto.
 5         Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
           securities being registered.
23.1       Consent of Ernst & Young LLP to the incorporation by reference in this Registration
           Statement of their report on the consolidated financial statements included in
           Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
           1994.
23.2       Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
           Exhibit 5 to this Registration Statement is contained in Exhibit 5.
</TABLE>
 
                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18657}]
{"company-data": {"conformed-name": "UST INC", "cik": "0000811669", "assigned-sic": "2100", "irs-number": "061193986", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59229", "film-number": "95536468"}, "business-address": {"street1": "100 W PUTNAM AVE", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036611100"}, "mail-address": {"street1": "100 W PUTNAM AVE", "city": "GREENWICH", "state": "CT", "zip": "06830"}}
1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995
                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                                    UST INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                       06-1193986
          (STATE OF INCORPORATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
           100 WEST PUTNAM AVENUE,
           GREENWICH, CONNECTICUT                                   06830
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)
UST INC. NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
 JONATHAN P. NELSON, ESQ., 100 WEST PUTNAM AVENUE, GREENWICH, CONNECTICUT 06830
                                 (203) 661-1100
           (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                    COPY TO:
 
                            DAVID J. FRIEDMAN, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                   919 THIRD AVENUE, NEW YORK, NEW YORK 10022
                                 (212) 735-3000
 
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
                                                  PROPOSED MAXIMUM       AGGREGATE
      TITLE OF SECURITIES         AMOUNT TO BE     OFFERING PRICE        OFFERING         AMOUNT OF
        TO BE REGISTERED           REGISTERED      PER SHARE(1)(2)       PRICE(2)     REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Common Stock, par value $0.50
  per share(1)..................  200,000 shares        $29.25          $5,850,000       $2,017.24
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to paragraph (h)(1) of Rule 457 under the Securities Act
    of 1933, as amended (the "Securities Act"), on the basis of the average of
    the high and low sale prices for a share of Common Stock on the New York
    Stock Exchange -- Composite Transactions Tape on May 5, 1995, within five
    business days prior to filing.
 
(2) Estimated solely for the purpose of calculating the registration fee.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     Incorporated by reference in this Registration Statement are the following
documents filed by the registrant, UST Inc., a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission (the "Commission"):
 
          (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1994;
 
          (b) Registrant's Quarterly Report on Form 10-Q for the period ended
     March 31, 1995;
 
          (c) Registrant's description of its common stock, par value $0.50 per
     share (the "Common Stock"), contained in Registrant's Registration
     Statement on Form S-4, No. 33-12765, filed with the Commission pursuant to
     Section 12(b) of the Exchange Act, dated March 20, 1987.
 
     All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4.  DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     Not applicable.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Registrant is a Delaware corporation. Section 145 of the Delaware General
Corporation Law allows the indemnification of officers and directors of a
corporation against liabilities and expenses arising out of actions brought by a
third party, provided that the Board of Directors determines that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to a
criminal matter, had no reasonable cause to believe his or her conduct was
unlawful. Such law also permits indemnification against expenses in actions
brought by or in right of a corporation if the standards of conduct required for
indemnification in third party actions are met, and either (1) such person was
not adjudged liable to the corporation, or (2) the Delaware Chancery Court or
other court in which the action was brought determines that such person is
fairly and reasonably entitled to be indemnified. Section 145 also provides that
a corporation may make advances for expenses incurred in defending a suit upon
the receipt of an undertaking by an officer or director to repay such amount if
it is ultimately determined that such person is not entitled to be indemnified.
Indemnification provided by Section 145 is not exclusive, and a corporation is
empowered to purchase and maintain insurance on behalf of any person who is or
was an officer or director of another corporation or other enterprise against
any liability asserted against such person and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under such section.
 
                                      II-1
3
 
     Registrant maintains, at its expense, a policy of insurance that insures
its directors and officers, subject to certain exclusions or deductions that are
usual in such insurance policies, against certain liabilities that may be
incurred in those capacities, including liabilities arising under the Securities
Act. Registrant has also entered into agreements that provide for the
indemnification of its directors and officers against such liabilities to the
fullest extent permitted by law.
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8.  EXHIBITS.
EXHIBIT
  NO.                                          DESCRIPTION
- --------   -----------------------------------------------------------------------------------
4.1       Restated Certificate of Incorporation of Registrant, a copy of which was filed as
           Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
           March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
 4.2       By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
           by reference thereto.
 5         Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
           securities being registered.
23.1       Consent of Ernst & Young LLP to the incorporation by reference in this Registration
           Statement of their report on the consolidated financial statements included in
           Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
           1994.
23.2       Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
           Exhibit 5 to this Registration Statement is contained in Exhibit 5.
ITEM 9.  UNDERTAKINGS.
 
     (a) Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event
 
                                      II-2
4
 
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
                                      II-3
5
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN
OF GREENWICH, STATE OF CONNECTICUT, ON THE 11TH DAY OF MAY, 1995.
 
                                          UST INC.
 
                                          By            VINCENT A. GIERER, JR. 
                                             -----------------------------------
                                             Vincent A. Gierer, Jr.
                                             Chairman of the Board, Chief
                                             Executive Officer and President
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON MAY 11, 1995.
SIGNATURE                                        TITLE
- ---------------------------------------------------------------------------------------------
Chairman of the Board,
                                                                Chief Executive Officer
                                                                and President (Principal
                  VINCENT A. GIERER, JR.                           Executive Officer)
   ---------------------------------------------------
                  Vincent A. Gierer, Jr.
                                                               Executive Vice President
                                                              and Chief Financial Officer
                                                                 (Principal Financial
                    JOHN J. BUCCHIGNANO                               Officer)
   ---------------------------------------------------
                   John J. Bucchignano
                                                                      Controller
                                                                  (Principal Accounting
                  ROBERT T. D'ALESSANDRO                                Officer)
   ---------------------------------------------------
                  Robert T. D'Alessandro
 
                                                          
                     LOUIS F. BANTLE                              Chairman Emeritus      
   ---------------------------------------------------
                     Louis F. Bantle
 
                                                               
                   JOHN J. BUCCHIGNANO                                 Director
   ---------------------------------------------------
                   John J. Bucchignano
 
                                                              
                     JAMES W. CHAPIN                                   Director  
   ---------------------------------------------------
                     James W. Chapin
 
                                                  
                 EDWARD H. DEHORITY, JR.                               Director  
   ---------------------------------------------------
                 Edward H. DeHority, Jr.
 
                                             
                  VINCENT A. GIERER, JR.                         Chairman of the Board 
   ---------------------------------------------------
                  Vincent A. Gierer, Jr.
 
                                                               
                       P.X. KELLEY                                     Director
   ---------------------------------------------------
                       P.X. Kelley
 
                                                             
                      RALPH L. ROSSI                                   Director
   ---------------------------------------------------
                      Ralph L. Rossi
 
                                                            
                    SPENCER R. STUART                                  Director
   ---------------------------------------------------
                    Spencer R. Stuart
 
                                                            
                     JOSEPH R. TADDEO                                  Director 
   ---------------------------------------------------
                     Joseph R. Taddeo
 
                                                               
                     JOHN P. WARWICK                                   Director
   ---------------------------------------------------
                     John P. Warwick
II-4
6
 
                                LIST OF EXHIBITS
EXHIBIT
  NO.                                          DESCRIPTION
- --------   -----------------------------------------------------------------------------------
4.1       Restated Certificate of Incorporation of Registrant, a copy of which was filed as
           Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for its quarter ended
           March 31, 1992 (No. 0-17506), is hereby incorporated herein by reference thereto.
 4.2       By-Laws of Registrant, a copy of which was filed as Exhibit 3.2 to Registrant's
           Registration Statement on Form S-4 (No. 33-12765), are hereby incorporated herein
           by reference thereto.
 5         Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
           securities being registered.
23.1       Consent of Ernst & Young LLP to the incorporation by reference in this Registration
           Statement of their report on the consolidated financial statements included in
           Registrant's Annual Report on Form 10-K for its fiscal year ended December 31,
           1994.
23.2       Consent of Skadden, Arps, Slate, Meagher & Flom to the filing of their opinion as
           Exhibit 5 to this Registration Statement is contained in Exhibit 5.
II-5