<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       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.)
</TABLE>

<TABLE>
<S>                                             <C>
            100 WEST PUTNAM AVENUE                                  06830
            GREENWICH, CONNECTICUT                                (Zip code)
   (Address of principal executive offices)
</TABLE>

                             1992 STOCK OPTION PLAN
                           (Full title of the plans)

                            RICHARD H. VERHEIJ, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                                    UST INC.
                             100 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                 (203) 661-1100
           (Name, address and telephone number, including area code,
                             of agent for service)

                                With Copies to:

                            DAVID J. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                               FOUR TIMES SQUARE
                            NEW YORK, NEW YORK 10036
                                 (212) 735-2218

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
                                                 PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
  TITLE OF SECURITIES        AMOUNT TO BE         OFFERING PRICE             AGGREGATE            REGISTRATION
    TO BE REGISTERED          REGISTERED           PER SHARE(1)          OFFERING PRICE(1)            FEE
------------------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                     <C>                     <C>
Common Stock, par value
  $0.50 per share.......   5,000,000 shares          $14.96875            $74,843,750.00           $19,758.75
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee, and
    based on the average of the high and low sales prices of the Common Stock on
    the New York Stock Exchange on May 9, 2000 in accordance with Rules 457(c)
    and 457(h) under the Securities Act of 1933, as amended (the "Securities
    Act").
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The document(s) containing the information specified in Item 1 will be sent
or given to Participants in the 1992 Stock Option Plan as specified by Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The document(s) containing the information specified in Item 2 will be sent
or given to participants in the 1992 Stock Option Plan as specified by Rule
428(b)(2) and are not required to be filed as part of this Registration
Statement.

                                 *     *     *

     On June 26, 1992, UST Inc., a Delaware corporation (the "Registrant"),
filed a Registration Statement on Form S-8 (Registration No. 33-488288)
registering 10,400,000 shares of Common Stock, par value $0.50 per share (the
"Common Stock"), for issuance in accordance with the terms of the Registrant's
1992 Stock Option Plan. Such registration statement is incorporated herein by
reference.

     This Registration Statement is being filed to register an additional
5,000,000 shares of Common Stock for issuance in accordance with the terms of
the 1992 Stock Option Plan. An amendment to the 1992 Stock Option Plan
increasing the number of shares authorized for issuance pursuant to such plan
was approved by the Registrant's stockholders at the 2000 Annual Meeting of
Stockholders.

                                        1
<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant, UST Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference, as of their respective dates, in
this Registration Statement:

          (i) Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999, as filed with the Commission on March 3, 2000;

          (ii) Registrant's Current Report on Form 8-K, as filed with the
     Commission on March 30, 2000;

          (iii) Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2000, as filed with the Commission on May 15, 2000; and

          (iv) The description of common stock, par value $0.50 per share, of
     Registrant (the "Common Stock") contained in Registrant's Registration
     Statement on Form S-4 dated March 20, 1987, filed pursuant to Section 12(b)
     of the Exchange Act (File No. 33-12765), including any amendment or report
     filed for the purpose of updating such information.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the 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.

     Section 145 of the Delaware General Corporation Law (the "DGCL") allows the
indemnification of directors, officers, employees or agents 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
the right of a corporation if the standards of conduct required for 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. Indemnification provided pursuant to Section 145 is not
exclusive, and a corporation is empowered to purchase and maintain insurance on
behalf of any person who is a director, officer, employee or agent of the
corporation, 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
                                        2
<PAGE>   4

such, whether or not the corporation would have the power to indemnify such
person against such liability under Section 145. The Registrant's Amended and
Restated By-Laws (the "By-Laws") provide that the Registrant shall indemnify its
directors, officers, employees and agents to the fullest extent permitted by
law.

     The DGCL permits a Delaware corporation to include a provision in its
certificate of incorporation eliminating or limiting the personal liability of
any director to the corporation or its stockholders for monetary damages for a
breach of the director's fiduciary duty as a director except for liability (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director to the full extent permitted by
the DGCL.

     The indemnification provisions contained in the Registrant's By-Laws are
not exclusive of any other rights to which a person may be entitled under any
By-Law, agreement, contract, vote of stockholders or disinterested directors or
pursuant to the direction of any court of competent jurisdiction or otherwise.
In addition, the Registrant maintains, at its expense, a policy of insurance
which insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain liabilities
which may be incurred in those capacities, including liabilities arising under
the Securities Act. The Registrant has also entered into agreements which
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

     The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.

<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
-----------    ------------------------------------------------------------
<S>            <C>
4.1            Form of Common Stock Certificate, previously filed as an
               exhibit to the Registrant's Registration Statement on Form
               S-4 (Registration No. 33-12765), is hereby incorporated
               herein by reference thereto.
4.2            Restated Certificate of Incorporation of the Registrant, a
               copy of which was filed as Exhibit 3.1 to the Registrant's
               Quarterly Report on Form 10-Q for its quarter ended March
               31, 1992, is hereby incorporated herein by reference
               thereto.
4.3            Amended and Restated By-Laws of the Registrant, a copy of
               which was filed as Exhibit 3.2 to the Registrant's Quarterly
               Report on Form 10-Q for its quarter ended September 30,
               1998, are hereby incorporated herein by reference thereto.
5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
               regarding the legality of the securities being registered.
23.1           Consent of Ernst & Young LLP.
23.2           Consent of Skadden, Arps, Slate, Meagher & Flom LLP
               (included in Exhibit 5.1).
</TABLE>

                                        3
<PAGE>   5

ITEM 9.  UNDERTAKINGS.

     A.  The 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:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;

     provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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; and

          (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.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the 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, the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                        4
<PAGE>   6

                                   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 12th day of May, 2000.

                                          UST INC.
                                          (Registrant)

                                          By /s/ VINCENT A. GIERER, JR.
                                            ------------------------------------
                                             Name: Vincent A. Gierer, Jr.
                                             Title: Chairman of the Board,
                                                   Chief Executive Officer
                                                   and President

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of Registrant
and in the capacities indicated on May 12, 2000.

<TABLE>
<CAPTION>
SIGNATURE                                                           TITLE
---------                                                           -----
<S>                                                  <C>                                  <C>

            /s/ VINCENT A. GIERER, JR.                  Chairman of the Board, Chief
---------------------------------------------------           Executive Officer
              Vincent A. Gierer, Jr.                       and President; Director
                                                        (Principal Executive Officer)

            /s/ ROBERT T. D'ALESSANDRO                 Senior Vice President and Chief
---------------------------------------------------           Financial Officer
              Robert T. D'Alessandro                 (Principal Financial and Accounting
                                                                  Officer)

                /s/ JAMES W. CHAPIN                               Director
---------------------------------------------------
                  James W. Chapin

                /s/ JOHN P. CLANCEY                               Director
---------------------------------------------------
                  John P. Clancey

            /s/ EDWARD H. DEHORITY, JR.                           Director
---------------------------------------------------
              Edward H. DeHority, Jr.

           /s/ ELAINE J. EISENMAN, PH.D.                          Director
---------------------------------------------------
             Elaine J. Eisenman, Ph.D.

               /s/ EDWARD T. FOGARTY                              Director
---------------------------------------------------
                 Edward T. Fogarty

                  /s/ P.X. KELLEY                                 Director
---------------------------------------------------
                    P.X. Kelley

                 /s/ PETER J. NEFF                                Director
---------------------------------------------------
                   Peter J. Neff

            /s/ LOWELL P. WEICKER, JR.                            Director
---------------------------------------------------
              Lowell P. Weicker, Jr.
</TABLE>

                                        5
<PAGE>   7

                                LIST OF EXHIBITS

<TABLE>
<CAPTION>
DESIGNATION   DESCRIPTION OF EXHIBIT
-----------   ----------------------
<C>           <S>
    4.1       Form of Common Stock Certificate, previously filed as an
              exhibit to the Registrant's Registration Statement on Form
              S-4 (Registration No. 33-12765), is hereby incorporated
              herein by reference thereto.
    4.2       Restated Certificate of Incorporation of the Registrant, a
              copy of which was filed as Exhibit 3.1 to the Registrant's
              Quarterly Report on Form 10-Q for its quarter ended March
              31, 1992, is hereby incorporated herein by reference
              thereto.
    4.3       Amended and Restated By-Laws of the Registrant, a copy of
              which was filed as Exhibit 3.2 to the Registrant's Quarterly
              Report on Form 10-Q for its quarter ended September 30,
              1998, are hereby incorporated herein by reference thereto.
    5.1       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
              regarding the legality of the securities being registered.
   23.1       Consent of Ernst & Young LLP.
   23.2       Consent of Skadden, Arps, Slate, Meagher & Flom LLP
              (included in Exhibit 5.1).
</TABLE>

                                        6
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{"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": "333-36844", "film-number": "627772"}, "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 12, 2000
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       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                                  06830
            GREENWICH, CONNECTICUT                                (Zip code)
   (Address of principal executive offices)
1992 STOCK OPTION PLAN
                           (Full title of the plans)

                            RICHARD H. VERHEIJ, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                                    UST INC.
                             100 WEST PUTNAM AVENUE
                          GREENWICH, CONNECTICUT 06830
                                 (203) 661-1100
           (Name, address and telephone number, including area code,
                             of agent for service)

                                With Copies to:

                            DAVID J. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                               FOUR TIMES SQUARE
                            NEW YORK, NEW YORK 10036
                                 (212) 735-2218

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
                                                 PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
  TITLE OF SECURITIES        AMOUNT TO BE         OFFERING PRICE             AGGREGATE            REGISTRATION
    TO BE REGISTERED          REGISTERED           PER SHARE(1)          OFFERING PRICE(1)            FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $0.50 per share.......   5,000,000 shares          $14.96875            $74,843,750.00           $19,758.75
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, and
    based on the average of the high and low sales prices of the Common Stock on
    the New York Stock Exchange on May 9, 2000 in accordance with Rules 457(c)
    and 457(h) under the Securities Act of 1933, as amended (the "Securities
    Act").
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The document(s) containing the information specified in Item 1 will be sent
or given to Participants in the 1992 Stock Option Plan as specified by Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The document(s) containing the information specified in Item 2 will be sent
or given to participants in the 1992 Stock Option Plan as specified by Rule
428(b)(2) and are not required to be filed as part of this Registration
Statement.

                                 *     *     *

     On June 26, 1992, UST Inc., a Delaware corporation (the "Registrant"),
filed a Registration Statement on Form S-8 (Registration No. 33-488288)
registering 10,400,000 shares of Common Stock, par value $0.50 per share (the
"Common Stock"), for issuance in accordance with the terms of the Registrant's
1992 Stock Option Plan. Such registration statement is incorporated herein by
reference.

     This Registration Statement is being filed to register an additional
5,000,000 shares of Common Stock for issuance in accordance with the terms of
the 1992 Stock Option Plan. An amendment to the 1992 Stock Option Plan
increasing the number of shares authorized for issuance pursuant to such plan
was approved by the Registrant's stockholders at the 2000 Annual Meeting of
Stockholders.

                                        1
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant, UST Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference, as of their respective dates, in
this Registration Statement:

          (i) Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999, as filed with the Commission on March 3, 2000;

          (ii) Registrant's Current Report on Form 8-K, as filed with the
     Commission on March 30, 2000;

          (iii) Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 2000, as filed with the Commission on May 15, 2000; and

          (iv) The description of common stock, par value $0.50 per share, of
     Registrant (the "Common Stock") contained in Registrant's Registration
     Statement on Form S-4 dated March 20, 1987, filed pursuant to Section 12(b)
     of the Exchange Act (File No. 33-12765), including any amendment or report
     filed for the purpose of updating such information.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the 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.

     Section 145 of the Delaware General Corporation Law (the "DGCL") allows the
indemnification of directors, officers, employees or agents 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
the right of a corporation if the standards of conduct required for 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. Indemnification provided pursuant to Section 145 is not
exclusive, and a corporation is empowered to purchase and maintain insurance on
behalf of any person who is a director, officer, employee or agent of the
corporation, 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
                                        2
4

such, whether or not the corporation would have the power to indemnify such
person against such liability under Section 145. The Registrant's Amended and
Restated By-Laws (the "By-Laws") provide that the Registrant shall indemnify its
directors, officers, employees and agents to the fullest extent permitted by
law.

     The DGCL permits a Delaware corporation to include a provision in its
certificate of incorporation eliminating or limiting the personal liability of
any director to the corporation or its stockholders for monetary damages for a
breach of the director's fiduciary duty as a director except for liability (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. The Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director to the full extent permitted by
the DGCL.

     The indemnification provisions contained in the Registrant's By-Laws are
not exclusive of any other rights to which a person may be entitled under any
By-Law, agreement, contract, vote of stockholders or disinterested directors or
pursuant to the direction of any court of competent jurisdiction or otherwise.
In addition, the Registrant maintains, at its expense, a policy of insurance
which insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain liabilities
which may be incurred in those capacities, including liabilities arising under
the Securities Act. The Registrant has also entered into agreements which
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

     The following exhibits are filed as part of this Registration Statement or,
where so indicated, have been previously filed and are incorporated herein by
reference.
EXHIBIT NO.                            DESCRIPTION
-----------    ------------------------------------------------------------
4.1            Form of Common Stock Certificate, previously filed as an
               exhibit to the Registrant's Registration Statement on Form
               S-4 (Registration No. 33-12765), is hereby incorporated
               herein by reference thereto.
4.2            Restated Certificate of Incorporation of the Registrant, a
               copy of which was filed as Exhibit 3.1 to the Registrant's
               Quarterly Report on Form 10-Q for its quarter ended March
               31, 1992, is hereby incorporated herein by reference
               thereto.
4.3            Amended and Restated By-Laws of the Registrant, a copy of
               which was filed as Exhibit 3.2 to the Registrant's Quarterly
               Report on Form 10-Q for its quarter ended September 30,
               1998, are hereby incorporated herein by reference thereto.
5.1            Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
               regarding the legality of the securities being registered.
23.1           Consent of Ernst & Young LLP.
23.2           Consent of Skadden, Arps, Slate, Meagher & Flom LLP
               (included in Exhibit 5.1).
3
5

ITEM 9.  UNDERTAKINGS.

     A.  The 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:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;

     provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

          (2) That, for the purpose of determining any liability under the
     Securities Act, 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; and

          (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.  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the 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, the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                        4
6

                                   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 12th day of May, 2000.

                                          UST INC.
                                          (Registrant)

                                          By /s/ VINCENT A. GIERER, JR.
                                            ------------------------------------
                                             Name: Vincent A. Gierer, Jr.
                                             Title: Chairman of the Board,
                                                   Chief Executive Officer
                                                   and President

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of Registrant
and in the capacities indicated on May 12, 2000.
SIGNATURE                                                           TITLE
---------                                                           -----
/s/ VINCENT A. GIERER, JR.                  Chairman of the Board, Chief
---------------------------------------------------           Executive Officer
              Vincent A. Gierer, Jr.                       and President; Director
                                                        (Principal Executive Officer)

            /s/ ROBERT T. D'ALESSANDRO                 Senior Vice President and Chief
---------------------------------------------------           Financial Officer
              Robert T. D'Alessandro                 (Principal Financial and Accounting
                                                                  Officer)

                /s/ JAMES W. CHAPIN                               Director
---------------------------------------------------
                  James W. Chapin

                /s/ JOHN P. CLANCEY                               Director
---------------------------------------------------
                  John P. Clancey

            /s/ EDWARD H. DEHORITY, JR.                           Director
---------------------------------------------------
              Edward H. DeHority, Jr.

           /s/ ELAINE J. EISENMAN, PH.D.                          Director
---------------------------------------------------
             Elaine J. Eisenman, Ph.D.

               /s/ EDWARD T. FOGARTY                              Director
---------------------------------------------------
                 Edward T. Fogarty

                  /s/ P.X. KELLEY                                 Director
---------------------------------------------------
                    P.X. Kelley

                 /s/ PETER J. NEFF                                Director
---------------------------------------------------
                   Peter J. Neff

            /s/ LOWELL P. WEICKER, JR.                            Director
---------------------------------------------------
              Lowell P. Weicker, Jr.
5
7

                                LIST OF EXHIBITS
DESIGNATION   DESCRIPTION OF EXHIBIT
-----------   ----------------------
4.1       Form of Common Stock Certificate, previously filed as an
              exhibit to the Registrant's Registration Statement on Form
              S-4 (Registration No. 33-12765), is hereby incorporated
              herein by reference thereto.
    4.2       Restated Certificate of Incorporation of the Registrant, a
              copy of which was filed as Exhibit 3.1 to the Registrant's
              Quarterly Report on Form 10-Q for its quarter ended March
              31, 1992, is hereby incorporated herein by reference
              thereto.
    4.3       Amended and Restated By-Laws of the Registrant, a copy of
              which was filed as Exhibit 3.2 to the Registrant's Quarterly
              Report on Form 10-Q for its quarter ended September 30,
              1998, are hereby incorporated herein by reference thereto.
    5.1       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
              regarding the legality of the securities being registered.
   23.1       Consent of Ernst & Young LLP.
   23.2       Consent of Skadden, Arps, Slate, Meagher & Flom LLP
              (included in Exhibit 5.1).
6