Registration No. 333-

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                      U. S. T R U S T C O R P O R A T I O N
             (Exact name of registrant as specified in its charter)

           New York                                     13-3818952
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

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

                             U.S. TRUST CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               CAROL A. STRICKLAND
                                    Secretary
                             U.S. Trust Corporation
                              114 West 47th Street
                          New York, New York 10036-1532
                     (Name and address of agent for service)

                                 (212) 852-1000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Vincent Monte-Sano
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                          New York, New York 10005-2072



 

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                             Proposed           Proposed
                                              maximum            maximum
Title of secu-                                offering           aggregate         Amount of
 rities to be            Amount to be         price per          offering           registra-
 registered               registered           share              price             tion fee
----------------------------------------------------------------------------------------------
<S>                       <C>                   <C>             <C>                 <C>
Common Shares,
 par value
 $1 per share             350,000 shares        $67.875(1)      $23,756,250         $6,604.24

Rights to Purchase
 Series A
 Participating
 Cumulative
 Preferred Shares         350,000 rights          --   (2)           --    (2)         None

==============================================================================================
</TABLE>

(1)  Calculated pursuant to Rule 457(h) and (c) upon the basis of the average of
     the high and low prices  ($68 1/2 and $67 1/4) of a Common  Share as quoted
     on the Nasdaq Stock Market on December 7, 1998.

(2)  Included  in the  offering  price of the  Common  Shares  being  registered
     hereby.  Until the  Distribution  Date, as defined in the Rights  Agreement
     providing   for  the  Rights  to  Purchase   the   Registrant's   Series  A
     Participating  Cumulative Preferred Shares (the "Rights"),  the Rights will
     be  transferable  only with the Common  Shares and will be evidenced by the
     certificates evidencing the Common Shares.

                                   ---------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.



                                      - 2 -

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
into this Registration Statement:

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

     (b) The  Registrant's  Quarterly  Reports  on Form  10-Q for the  quarterly
periods ended March 31, 1998, June 30, 1998. and September 30, 1998.

     (c) The  description  of the Common  Shares  contained in the  Registrant's
Registration  Statement on Form 10 dated February 9, 1995  (Commission  File No.
0-20469), for the registration of the Common Shares pursuant to Section 12(g) of
the Securities  Exchange Act of 1934 (the "Exchange Act"), and any amendments or
reports hereafter filed for the purpose of updating such description.

     (d)  The   description  of  the  Rights   contained  in  the   Registrant's
Registration Statement on Form 8-A dated September 5, 1995, for the registration
of the Rights pursuant to Section 12(g) of the Exchange Act.

     In addition,  all documents  subsequently  filed by the Registrant with the
Securities and Exchange  Commission  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  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

     Not required.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.




                                      - 3 -

<PAGE>



Item 6. Indemnification of Directors and Officers.

     Article V of the By-Laws of the Registrant provides as follows:

          "The  Corporation  shall indemnify any person made or threatened to be
     made a party to any action or  proceeding,  whether civil or criminal,  and
     whether  or not by or in the  right  of  the  Corporation  or of any  other
     corporation of any type or kind,  domestic or foreign,  or any partnership,
     joint venture, trust, employee benefit plan or other enterprise,  by reason
     of the fact  that such  person,  his  testator  or  intestate,  is or was a
     director or officer of the  Corporation or served any other  corporation of
     any type or kind, domestic or foreign,  or any partnership,  joint venture,
     trust,  employee  benefit plan or other  enterprise  in any capacity at the
     request of the  Corporation,  against  judgments,  fines,  amounts  paid in
     settlement and reasonable expenses, including attorneys' fees, actually and
     necessarily  incurred  as a result  of such  action or  proceeding,  or any
     appeal therein;  provided that (a) no indemnification  may be made to or on
     behalf of any person if a judgment or other final  adjudication  adverse to
     such person  establishes  that his acts were committed in bad faith or were
     the result of active and  deliberate  dishonesty  and were  material to the
     cause of  action so  adjudicated,  or that he  personally  gained in fact a
     financial  profit or other advantage to which he was not legally  entitled,
     (b) no indemnification  shall be required in connection with the settlement
     of any pending or threatened action or proceeding, or any other disposition
     thereof except a final  adjudication,  unless the Corporation has consented
     to such settlement or other  disposition and (c) the Corporation  shall not
     be  obligated  to  indemnify  any person by reason of the  adoption of this
     Article V if and to the extent such  person is  entitled to be  indemnified
     under a policy of  insurance  as such policy  would apply in the absence of
     the adoption of this Article V.

          "Reasonable expenses, including attorneys' fees, incurred in defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the Corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the Corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

          "Notwithstanding any other provision hereof, no repeal of this Article
     V, or amendment  hereof or any other  corporate  action or agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of expenses  hereunder,  shall be effective as
     to any person  until the 60th day  following  notice to such person of such
     action,  and no such  repeal  or  amendment  or other  corporate  action or
     agreement  shall deprive any person of any right  hereunder  arising out of
     any alleged or actual act or omission occurring prior to such 60th day.

          "The Corporation is hereby authorized,  but shall not be required,  to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses, including



                                     - 4 -

<PAGE>



     attorneys'  fees,  to the extent  permitted by law,  but the  Corporation's
     failure  to do so  shall  not in any  manner  affect  or limit  the  rights
     provided for by this Article V or otherwise.

          "For purposes of this Article V, the term 'Corporation'  shall include
     any legal successor to the  Corporation,  including any  corporation  which
     acquires all or  substantially  all of the assets of the Corporation in one
     or more transactions. For purposes of this Article V, the Corporation shall
     be deemed to have  requested  a person to serve an  employee  benefit  plan
     where the  performance  by such person of his duties to the  Corporation or
     any  subsidiary  thereof  also  imposes  duties on, or  otherwise  involves
     services by, such person to the plan or  participants or  beneficiaries  of
     the plan, and excise taxes assessed on a person with respect to an employee
     benefit plan pursuant to applicable law shall be considered fines.

          "The  rights  granted   pursuant  to  or  provided  by  the  foregoing
     provisions  of this  Article  V shall be in  addition  to and  shall not be
     exclusive of any other rights to indemnification  and expenses to which any
     person may  otherwise  be entitled  under any  statute,  rule,  regulation,
     certificate of incorporation, bylaw, agreement or otherwise."

     Section  721 of the  New  York  Business  Corporation  Law  (the  "B.C.L.")
provides that no indemnification  may be made to or on behalf of any director or
officer of the Registrant under Article V of its By-Laws if "a judgment or other
final adjudication  adverse to the director or officer establishes that his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not  legally  entitled."  Article V of the  Registrant's  By-Laws  includes  the
foregoing statutory language.

     The rights  granted  under Article V of the By-Laws are in addition to, and
are not exclusive of, any other rights to indemnification  and expenses to which
any director or officer may otherwise be entitled.  Under the B.C.L., a New York
corporation  may  indemnify any director or officer who is made or threatened to
be made a party to an  action  by or in the  right of such  corporation  against
"amounts paid in settlement and reasonable expenses, including attorneys' fees,"
actually  and  necessarily  incurred  by him in  connection  with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in  the  best  interests  of the  corporation,  except  that  no
indemnification  shall  be made in  respect  of (1) a  threatened  action,  or a
pending  action  which is settled or  otherwise  disposed  of, or (2) any claim,
issue or matter as to which such  director or officer  shall have been  adjudged
liable to the corporation, unless and only to the extent that a court determines
that the  director or officer is fairly and  reasonably  entitled  to  indemnity
(B.C.L. Section 722(c)). A corporation may also indemnify directors and officers
who  are  parties  to  other  actions  or  proceedings   (including  actions  or
proceedings  by or in the right of any  other  corporation  or other  enterprise
which the director or officer served at the request of the corporation)  against
"judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys'  fees," actually or necessarily  incurred as a result of such actions
or proceedings,  or any appeal therein,  provided the director or officer acted,
in good faith, for a purpose which he reasonably believed to



                                      - 5 -

<PAGE>



be in the  best  interests  of the  corporation  (or in the case of  service  to
another corporation or other enterprise at the request of such corporation,  not
opposed to the best interests of such  corporation) and, in criminal cases, that
he also had no reasonable cause to believe that his conduct was unlawful (B.C.L.
Section  722(a)).  Any  indemnification  under  Section  722 may be made only if
authorized in the specific case by disinterested  directors,  or by the board of
directors  upon the  opinion  in  writing  of  independent  legal  counsel  that
indemnification is proper, or by the shareholders  (B.C.L.  Section 723(b)), but
even without such  authorization,  a court may order  indemnification in certain
circumstances  (B.C.L.  Section  724).  Further,  any director or officer who is
"successful,  on the  merits  or  otherwise,"  in the  defense  of an  action or
proceeding is entitled to indemnification  as a matter of right (B.C.L.  Section
723(a)).

     A New York corporation may generally  purchase  insurance,  consistent with
the  limitations  of New  York  insurance  law and  regulatory  supervision,  to
indemnify the corporation for any obligation  which it incurs as a result of the
indemnification of directors and officers under the provisions of the B.C.L., so
long as no final  adjudication  has established that the directors' or officers'
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated  or that the  directors  or  officers  personally  gained  in fact a
financial  profit or other  advantage  (B.C.L.  Section 726). The Registrant has
purchased insurance covering expenditures by it and its subsidiaries which might
arise in connection  with the lawful  indemnification  of directors and officers
for certain  liabilities  and  expenses and  insurance  insuring  directors  and
officers  of  the  Registrant  and  its   subsidiaries   against  certain  other
liabilities and expenses.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Exhibit Index on page 12 of this Registration Statement.

Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes:

          (a) 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 of 1933, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed by the Registrant or the Plan pursuant to Section 13 or 15(d) of
          the Exchange Act that is incorporated herein by reference;




                                      - 6 -

<PAGE>



               (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 hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement,  unless the information required to be
          included in such  post-effective  amendment  is  contained in periodic
          reports filed by the Registrant pursuant to Section 13 or 15(d) of the
          Exchange Act that is incorporated herein by reference;

               (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.

          (b) 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
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

          (c) 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.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant  to Section  13(a) or 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 herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the 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 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 Act and will
be governed by the final adjudication of such issue.





                                      - 7 -

<PAGE>



                                   SIGNATURES



     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  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 City of New York, State of New York, on December 9, 1998.


                                  U.S. TRUST CORPORATION



                                  By: /s/Richard E. Brinkmann                   
                                      -----------------------                   
                                      Richard E. Brinkmann,
                                       Comptroller and Chief Planning Officer


                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby  constitutes H. Marshall
Schwarz,  Jeffrey S. Maurer and Richard E.  Brinkmann,  and each of them singly,
his true and lawful  attorneys-in-fact with full power to execute in the name of
such person, in the capacities stated below, and to file with the Securities and
Exchange Commission,  such one or more amendments to this Registration Statement
as the Registrant deems appropriate,  and generally to do all such things in the
name and on behalf of such person, in the capacities stated below, to enable the
Registrant  to comply with the  provisions  of the  Securities  Act of 1933,  as
amended,  and  all  requirements  of  the  Securities  and  Exchange  Commission
thereunder,  hereby ratifying and confirming the signature of such person as may
be  signed  by  said  attorneys-in-fact,  or any  one of  them,  to any  and all
amendments to this Registration Statement.






                                     - 8 -

<PAGE>



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on December 9, 1998,  by the  following
persons in the capacities indicated:

Signature                                 Title
---------                                 -----


/s/H. Marshall Schwarz
----------------------                 Chairman of the Board and Chief
H. Marshall Schwarz                    Executive Officer
                                       (Principal Executive Officer)



/s/John L. Kirby
----------------                       Treasurer and Chief Financial Officer
John L. Kirby                          (Principal Financial  Officer)




/s/ Richard E. Brinkmann
------------------------               Comptroller and
Richard E. Brinkmann                   Chief Planning Officer
                                       (Principal Accounting Officer)



/s/Eleanor Baum
---------------                        Director
Eleanor Baum



/s/Samuel C. Butler
-------------------                    Director
Samuel C. Butler



/s/Peter O. Crisp
-----------------                      Director
Peter O. Crisp



/s/Philippe de Montebello
-------------------------              Director
Philippe de Montebello





                                      - 9 -

<PAGE>



Signature                              Title
---------                              -----



/s/Robert E. Denham
-------------------                    Director
Robert E. Denham



/s/Antonia M. Grumbach
----------------------                 Director
Antonia M. Grumbach



/s/Frederic C. Hamilton
-----------------------                Director
Frederic C. Hamilton



/s/Peter L. Malkin
------------------                     Director
Peter L. Malkin



/s/Jeffrey S. Maurer
--------------------                   Director
Jeffrey S. Maurer



/s/David A. Olsen
-----------------                      Director
David A. Olsen



/s/Maribeth S. Rahe
-------------------                    Director
Maribeth S. Rahe



/s/Philip L. Smith
------------------                     Director
Philip L. Smith





                                     - 10 -

<PAGE>




Signature                              Title
---------                              -----


/s/John Hoyt Stookey
--------------------                   Director
John Hoyt Stookey



/s/Frederick B. Taylor
----------------------                 Director
Frederick B. Taylor



/s/Richard F. Tucker
--------------------                   Director
Richard F. Tucker



/s/Robert N. Wilson
-------------------                    Director
Robert N. Wilson



/s/Ruth A. Wooden
-----------------                      Director
Ruth A. Wooden





                                     - 11 -

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.
-----------

(4)(a)* - Rights Agreement dated as of September 1, 1995, between the Registrant
          and First Chicago Trust Company of New York, as Rights Agent, filed on
          September  5,  1995,  as  Exhibit 1 to the  Registrant's  Registration
          Statement  on Form 8-A (the  "Form  8-A") for the  registration  under
          Section   12(g)  of  the  Exchange  Act  of  Rights  to  Purchase  the
          Registrant's Series A Participating Cumulative Preferred Shares.

(4)(b)* - Form  of  Right  Certificate  (attached  as  Exhibit  A to the  Rights
          Agreement listed as Exhibit 1 hereto).

(4)(c)* - Description of the preferences, limitations and relative rights of the
          Registrant's  Series A Participating  Cumulative  Preferred Shares, as
          set forth in Article FOURTH,  Section 6 of the  Registrant's  Restated
          Certificate of Incorporation, filed as Exhibit 3 to the Form 8-A.

(5)     - Opinion of Carter, Ledyard & Milburn.

(23)(a) - Consent of PricewaterhouseCoopers LLP

(23)(b) - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).

(24)   - Powers of Attorney (included on page 8 of this Registration Statement).

(99)    - U.S. Trust Corporation Employee Stock Purchase Plan.
--------

     *Incorporated herein by reference.



                                     - 12 -
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 25604}]
{"company-data": {"conformed-name": "U S TRUST CORP /NY", "cik": "0000936301", "assigned-sic": "6022", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68589", "film-number": "98766460"}, "business-address": {"street1": "114 WEST 47TH ST", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2128521000"}, "mail-address": {"street1": "114 WEST 47TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": {"former-conformed-name": "NEW USTC HOLDINGS CORP", "date-changed": "19950126"}}
Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                      U. S. T R U S T C O R P O R A T I O N
             (Exact name of registrant as specified in its charter)

           New York                                     13-3818952
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

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

                             U.S. TRUST CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               CAROL A. STRICKLAND
                                    Secretary
                             U.S. Trust Corporation
                              114 West 47th Street
                          New York, New York 10036-1532
                     (Name and address of agent for service)

                                 (212) 852-1000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Vincent Monte-Sano
                            Carter, Ledyard & Milburn
                                  2 Wall Street
                          New York, New York 10005-2072
CALCULATION OF REGISTRATION FEE
==============================================================================================
                                             Proposed           Proposed
                                              maximum            maximum
Title of secu-                                offering           aggregate         Amount of
 rities to be            Amount to be         price per          offering           registra-
 registered               registered           share              price             tion fee
----------------------------------------------------------------------------------------------
Common Shares,
 par value
 $1 per share             350,000 shares        $67.875(1)      $23,756,250         $6,604.24

Rights to Purchase
 Series A
 Participating
 Cumulative
 Preferred Shares         350,000 rights          --   (2)           --    (2)         None

==============================================================================================
(1)  Calculated pursuant to Rule 457(h) and (c) upon the basis of the average of
     the high and low prices  ($68 1/2 and $67 1/4) of a Common  Share as quoted
     on the Nasdaq Stock Market on December 7, 1998.

(2)  Included  in the  offering  price of the  Common  Shares  being  registered
     hereby.  Until the  Distribution  Date, as defined in the Rights  Agreement
     providing   for  the  Rights  to  Purchase   the   Registrant's   Series  A
     Participating  Cumulative Preferred Shares (the "Rights"),  the Rights will
     be  transferable  only with the Common  Shares and will be evidenced by the
     certificates evidencing the Common Shares.

                                   ---------

     This Registration  Statement shall become effective immediately upon filing
as provided in Rule 462 under the Securities Act of 1933.

                                      - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference the following  documents
into this Registration Statement:

     (a) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.

     (b) The  Registrant's  Quarterly  Reports  on Form  10-Q for the  quarterly
periods ended March 31, 1998, June 30, 1998. and September 30, 1998.

     (c) The  description  of the Common  Shares  contained in the  Registrant's
Registration  Statement on Form 10 dated February 9, 1995  (Commission  File No.
0-20469), for the registration of the Common Shares pursuant to Section 12(g) of
the Securities  Exchange Act of 1934 (the "Exchange Act"), and any amendments or
reports hereafter filed for the purpose of updating such description.

     (d)  The   description  of  the  Rights   contained  in  the   Registrant's
Registration Statement on Form 8-A dated September 5, 1995, for the registration
of the Rights pursuant to Section 12(g) of the Exchange Act.

     In addition,  all documents  subsequently  filed by the Registrant with the
Securities and Exchange  Commission  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  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

     Not required.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

                                      - 3 -
Item 6. Indemnification of Directors and Officers.

     Article V of the By-Laws of the Registrant provides as follows:

          "The  Corporation  shall indemnify any person made or threatened to be
     made a party to any action or  proceeding,  whether civil or criminal,  and
     whether  or not by or in the  right  of  the  Corporation  or of any  other
     corporation of any type or kind,  domestic or foreign,  or any partnership,
     joint venture, trust, employee benefit plan or other enterprise,  by reason
     of the fact  that such  person,  his  testator  or  intestate,  is or was a
     director or officer of the  Corporation or served any other  corporation of
     any type or kind, domestic or foreign,  or any partnership,  joint venture,
     trust,  employee  benefit plan or other  enterprise  in any capacity at the
     request of the  Corporation,  against  judgments,  fines,  amounts  paid in
     settlement and reasonable expenses, including attorneys' fees, actually and
     necessarily  incurred  as a result  of such  action or  proceeding,  or any
     appeal therein;  provided that (a) no indemnification  may be made to or on
     behalf of any person if a judgment or other final  adjudication  adverse to
     such person  establishes  that his acts were committed in bad faith or were
     the result of active and  deliberate  dishonesty  and were  material to the
     cause of  action so  adjudicated,  or that he  personally  gained in fact a
     financial  profit or other advantage to which he was not legally  entitled,
     (b) no indemnification  shall be required in connection with the settlement
     of any pending or threatened action or proceeding, or any other disposition
     thereof except a final  adjudication,  unless the Corporation has consented
     to such settlement or other  disposition and (c) the Corporation  shall not
     be  obligated  to  indemnify  any person by reason of the  adoption of this
     Article V if and to the extent such  person is  entitled to be  indemnified
     under a policy of  insurance  as such policy  would apply in the absence of
     the adoption of this Article V.

          "Reasonable expenses, including attorneys' fees, incurred in defending
     any action or proceeding,  whether threatened or pending,  shall be paid or
     reimbursed by the Corporation in advance of the final  disposition  thereof
     upon  receipt  of an  undertaking  by or on  behalf of the  person  seeking
     indemnification  to repay such amount to the Corporation to the extent,  if
     any, such person is ultimately found not to be entitled to indemnification.

          "Notwithstanding any other provision hereof, no repeal of this Article
     V, or amendment  hereof or any other  corporate  action or agreement  which
     prohibits or otherwise limits the right of any person to indemnification or
     advancement or reimbursement of expenses  hereunder,  shall be effective as
     to any person  until the 60th day  following  notice to such person of such
     action,  and no such  repeal  or  amendment  or other  corporate  action or
     agreement  shall deprive any person of any right  hereunder  arising out of
     any alleged or actual act or omission occurring prior to such 60th day.

          "The Corporation is hereby authorized,  but shall not be required,  to
     enter into  agreements  with any of its  directors,  officers or  employees
     providing for rights to  indemnification  and advancement and reimbursement
     of reasonable expenses, including

                                     - 4 -
attorneys'  fees,  to the extent  permitted by law,  but the  Corporation's
     failure  to do so  shall  not in any  manner  affect  or limit  the  rights
     provided for by this Article V or otherwise.

          "For purposes of this Article V, the term 'Corporation'  shall include
     any legal successor to the  Corporation,  including any  corporation  which
     acquires all or  substantially  all of the assets of the Corporation in one
     or more transactions. For purposes of this Article V, the Corporation shall
     be deemed to have  requested  a person to serve an  employee  benefit  plan
     where the  performance  by such person of his duties to the  Corporation or
     any  subsidiary  thereof  also  imposes  duties on, or  otherwise  involves
     services by, such person to the plan or  participants or  beneficiaries  of
     the plan, and excise taxes assessed on a person with respect to an employee
     benefit plan pursuant to applicable law shall be considered fines.

          "The  rights  granted   pursuant  to  or  provided  by  the  foregoing
     provisions  of this  Article  V shall be in  addition  to and  shall not be
     exclusive of any other rights to indemnification  and expenses to which any
     person may  otherwise  be entitled  under any  statute,  rule,  regulation,
     certificate of incorporation, bylaw, agreement or otherwise."

     Section  721 of the  New  York  Business  Corporation  Law  (the  "B.C.L.")
provides that no indemnification  may be made to or on behalf of any director or
officer of the Registrant under Article V of its By-Laws if "a judgment or other
final adjudication  adverse to the director or officer establishes that his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not  legally  entitled."  Article V of the  Registrant's  By-Laws  includes  the
foregoing statutory language.

     The rights  granted  under Article V of the By-Laws are in addition to, and
are not exclusive of, any other rights to indemnification  and expenses to which
any director or officer may otherwise be entitled.  Under the B.C.L., a New York
corporation  may  indemnify any director or officer who is made or threatened to
be made a party to an  action  by or in the  right of such  corporation  against
"amounts paid in settlement and reasonable expenses, including attorneys' fees,"
actually  and  necessarily  incurred  by him in  connection  with the defense or
settlement of such action,  or in  connection  with an appeal  therein,  if such
director or officer  acted,  in good faith,  for a purpose  which he  reasonably
believed  to be in  the  best  interests  of the  corporation,  except  that  no
indemnification  shall  be made in  respect  of (1) a  threatened  action,  or a
pending  action  which is settled or  otherwise  disposed  of, or (2) any claim,
issue or matter as to which such  director or officer  shall have been  adjudged
liable to the corporation, unless and only to the extent that a court determines
that the  director or officer is fairly and  reasonably  entitled  to  indemnity
(B.C.L. Section 722(c)). A corporation may also indemnify directors and officers
who  are  parties  to  other  actions  or  proceedings   (including  actions  or
proceedings  by or in the right of any  other  corporation  or other  enterprise
which the director or officer served at the request of the corporation)  against
"judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys'  fees," actually or necessarily  incurred as a result of such actions
or proceedings,  or any appeal therein,  provided the director or officer acted,
in good faith, for a purpose which he reasonably believed to

                                      - 5 -
be in the  best  interests  of the  corporation  (or in the case of  service  to
another corporation or other enterprise at the request of such corporation,  not
opposed to the best interests of such  corporation) and, in criminal cases, that
he also had no reasonable cause to believe that his conduct was unlawful (B.C.L.
Section  722(a)).  Any  indemnification  under  Section  722 may be made only if
authorized in the specific case by disinterested  directors,  or by the board of
directors  upon the  opinion  in  writing  of  independent  legal  counsel  that
indemnification is proper, or by the shareholders  (B.C.L.  Section 723(b)), but
even without such  authorization,  a court may order  indemnification in certain
circumstances  (B.C.L.  Section  724).  Further,  any director or officer who is
"successful,  on the  merits  or  otherwise,"  in the  defense  of an  action or
proceeding is entitled to indemnification  as a matter of right (B.C.L.  Section
723(a)).

     A New York corporation may generally  purchase  insurance,  consistent with
the  limitations  of New  York  insurance  law and  regulatory  supervision,  to
indemnify the corporation for any obligation  which it incurs as a result of the
indemnification of directors and officers under the provisions of the B.C.L., so
long as no final  adjudication  has established that the directors' or officers'
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated  or that the  directors  or  officers  personally  gained  in fact a
financial  profit or other  advantage  (B.C.L.  Section 726). The Registrant has
purchased insurance covering expenditures by it and its subsidiaries which might
arise in connection  with the lawful  indemnification  of directors and officers
for certain  liabilities  and  expenses and  insurance  insuring  directors  and
officers  of  the  Registrant  and  its   subsidiaries   against  certain  other
liabilities and expenses.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Exhibit Index on page 12 of this Registration Statement.

Item 9. Undertakings.

     (1) The undersigned Registrant hereby undertakes:

          (a) 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 of 1933, unless the information required to be included
          in such  post-effective  amendment is  contained  in periodic  reports
          filed by the Registrant or the Plan pursuant to Section 13 or 15(d) of
          the Exchange Act that is incorporated herein by reference;

                                      - 6 -
(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 hereof) which,  individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement,  unless the information required to be
          included in such  post-effective  amendment  is  contained in periodic
          reports filed by the Registrant pursuant to Section 13 or 15(d) of the
          Exchange Act that is incorporated herein by reference;

               (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.

          (b) 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
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

          (c) 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.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
     Securities  Act of 1933,  each  filing of the  Registrant's  annual  report
     pursuant  to Section  13(a) or 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 herein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the 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 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 Act and will
be governed by the final adjudication of such issue.

                                      - 7 -
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  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 City of New York, State of New York, on December 9, 1998.

                                  U.S. TRUST CORPORATION

                                  By: /s/Richard E. Brinkmann                   
                                      -----------------------                   
                                      Richard E. Brinkmann,
                                       Comptroller and Chief Planning Officer

                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby  constitutes H. Marshall
Schwarz,  Jeffrey S. Maurer and Richard E.  Brinkmann,  and each of them singly,
his true and lawful  attorneys-in-fact with full power to execute in the name of
such person, in the capacities stated below, and to file with the Securities and
Exchange Commission,  such one or more amendments to this Registration Statement
as the Registrant deems appropriate,  and generally to do all such things in the
name and on behalf of such person, in the capacities stated below, to enable the
Registrant  to comply with the  provisions  of the  Securities  Act of 1933,  as
amended,  and  all  requirements  of  the  Securities  and  Exchange  Commission
thereunder,  hereby ratifying and confirming the signature of such person as may
be  signed  by  said  attorneys-in-fact,  or any  one of  them,  to any  and all
amendments to this Registration Statement.

                                     - 8 -
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed on December 9, 1998,  by the  following
persons in the capacities indicated:

Signature                                 Title
---------                                 -----

/s/H. Marshall Schwarz
----------------------                 Chairman of the Board and Chief
H. Marshall Schwarz                    Executive Officer
                                       (Principal Executive Officer)

/s/John L. Kirby
----------------                       Treasurer and Chief Financial Officer
John L. Kirby                          (Principal Financial  Officer)

/s/ Richard E. Brinkmann
------------------------               Comptroller and
Richard E. Brinkmann                   Chief Planning Officer
                                       (Principal Accounting Officer)

/s/Eleanor Baum
---------------                        Director
Eleanor Baum

/s/Samuel C. Butler
-------------------                    Director
Samuel C. Butler

/s/Peter O. Crisp
-----------------                      Director
Peter O. Crisp

/s/Philippe de Montebello
-------------------------              Director
Philippe de Montebello

                                      - 9 -
Signature                              Title
---------                              -----

/s/Robert E. Denham
-------------------                    Director
Robert E. Denham

/s/Antonia M. Grumbach
----------------------                 Director
Antonia M. Grumbach

/s/Frederic C. Hamilton
-----------------------                Director
Frederic C. Hamilton

/s/Peter L. Malkin
------------------                     Director
Peter L. Malkin

/s/Jeffrey S. Maurer
--------------------                   Director
Jeffrey S. Maurer

/s/David A. Olsen
-----------------                      Director
David A. Olsen

/s/Maribeth S. Rahe
-------------------                    Director
Maribeth S. Rahe

/s/Philip L. Smith
------------------                     Director
Philip L. Smith

                                     - 10 -
Signature                              Title
---------                              -----

/s/John Hoyt Stookey
--------------------                   Director
John Hoyt Stookey

/s/Frederick B. Taylor
----------------------                 Director
Frederick B. Taylor

/s/Richard F. Tucker
--------------------                   Director
Richard F. Tucker

/s/Robert N. Wilson
-------------------                    Director
Robert N. Wilson

/s/Ruth A. Wooden
-----------------                      Director
Ruth A. Wooden

                                     - 11 -
EXHIBIT INDEX

Exhibit No.
-----------

(4)(a)* - Rights Agreement dated as of September 1, 1995, between the Registrant
          and First Chicago Trust Company of New York, as Rights Agent, filed on
          September  5,  1995,  as  Exhibit 1 to the  Registrant's  Registration
          Statement  on Form 8-A (the  "Form  8-A") for the  registration  under
          Section   12(g)  of  the  Exchange  Act  of  Rights  to  Purchase  the
          Registrant's Series A Participating Cumulative Preferred Shares.

(4)(b)* - Form  of  Right  Certificate  (attached  as  Exhibit  A to the  Rights
          Agreement listed as Exhibit 1 hereto).

(4)(c)* - Description of the preferences, limitations and relative rights of the
          Registrant's  Series A Participating  Cumulative  Preferred Shares, as
          set forth in Article FOURTH,  Section 6 of the  Registrant's  Restated
          Certificate of Incorporation, filed as Exhibit 3 to the Form 8-A.

(5)     - Opinion of Carter, Ledyard & Milburn.

(23)(a) - Consent of PricewaterhouseCoopers LLP

(23)(b) - Consent of Carter, Ledyard & Milburn (included in Exhibit 5).

(24)   - Powers of Attorney (included on page 8 of this Registration Statement).

(99)    - U.S. Trust Corporation Employee Stock Purchase Plan.
--------

     *Incorporated herein by reference.

                                     - 12 -