Registration No. 33-
___________________________________________________________________

                   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)

                        401(k) PLAN AND ESOP OF
              UNITED STATES TRUST COMPANY OF NEW YORK AND
                         AFFILIATED COMPANIES
                       (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:
                          Bernard Cedarbaum
                      Carter, Ledyard & Milburn
                             2 Wall Street
                      New York, New York  10005
<PAGE>                  CALCULATION OF REGISTRATION FEE
________________________________________________________________      
<TABLE>
<CAPTION>
                                   Proposed     Proposed
                                   maximum      maximum
Title of secu-                     offering     aggregate    Amount of  
 rities to be     Amount to be     price per    offering     registra-
registered(1)     registered(2)    share        price        tion fee 
<S>               <C>              <C>         <C>           <C>
                                                                         
Common Shares,
 par value
 $1 per share      400,000 shares  $41-3/8(3)  $16,550,000(3) $5,706.90

 Rights to Purchase
 Series A
 Participating
 Cumulative
 Preferred Shares  400,000 rights    --   (4)       --     (4)    None  
                                                                         
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act
    of 1933, this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold
    pursuant to the 401(k) Plan and ESOP of United States Trust
    Company of New York and Affiliated Companies (the "Plan"). 
    Pursuant to Rule 457(h)(2), no separate registration fee is
    required with respect to these Plan interests.

(2) The securities being registered are those which may be
    acquired by the Plan for investment in its U.S.T. Corp. Stock
    Fund.

(3) Calculated pursuant to Rule 457(h) and (c) upon the basis of
    the average of the high and low prices ($41-3/4 and $41) of a
    Common Share as quoted on the NASDAQ National Market System on
    August 29, 1995. 

(4) 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.
</TABLE>

<PAGE>                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant and the Plan hereby incorporate by
reference the following documents into this Registration
Statement: 

         (a)  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").

         (b)  The Registrant's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1995, and June 30, 1995.

         (c)  The Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994.

         (d)  The description of the Common Shares contained in
the abovementioned Registration Statement on Form 10, including
any amendments or reports hereafter filed for the purpose of updating
such description.

         (e)  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 and the Plan 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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 indemnifica-
    tion 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 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, includ-
    ing 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 indemnifica-
    tion 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 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 15 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 registra-
    tion 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-effec-
         tive 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; 

              (ii)  to reflect in the prospectus any facts or
         events arising after the effective date of this Registra-
         tion Statement (or the most recent post-effective
         amendment hereof) which, individually or in the ag-
         gregate, represent a fundamental change in the informa-
         tion 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 or the Plan 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 State-
         ment. 

         (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 (i) 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, and (ii) the 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 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.

<PAGE>                            SIGNATURES

The Registrant

         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 September 5, 1995. 


                        U.S. TRUST CORPORATION



                        By:/s/Richard E. Brinkmann               
                            Richard E. Brinkmann, 
                            Senior Vice President and Comptroller


                        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.

<PAGE>
    Pursuant to the requirements of the Securities Act of 1933,
this  Registration Statement has been signed on September 5, 1995,
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                  Senior Vice President and Treasurer
John L. Kirby                     (Principal Financial  Officer)




/s/Richard E. Brinkmann           Senior Vice President and
Richard E. Brinkmann              Comptroller
                                  (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/Daniel P. Davison              Director
Daniel P. Davison

<PAGE>
Signature                         Title
- ---------                         -----


/s/Philippe de Montebello         Director
Philippe de Montebello



/s/Paul W. Douglas                Director
Paul W. Douglas



/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/Orson D. Munn                  Director
Orson D. Munn



                                  Director
Philip L. Smith
<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



                                  Director
Carroll L. Wainwright, Jr.



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



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

<PAGE>
The Plan

     Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers  the 401(k) Plan and ESOP of United
States Trust Company of New York and Affiliated Companies 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 September 5, 1995.


                              401(k) PLAN AND ESOP OF UNITED
                              STATES TRUST COMPANY OF NEW YORK AND
                              AFFILIATED COMPANIES



                              By:/s/John L. Kirby                
                                 John L. Kirby
                                 Committee Chairman

<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 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) - Restated Certificate of Incorporation of the Registrant,
         setting forth the preferences, limitations and relative
         rights of the Registrant's Series A Participating
         Cumulative Preferred Shares.

 (5)  -  Internal Revenue Service ("IRS") determination letter
         dated July 27, 1995, that the Plan is qualified under
         Section 401 of the Internal Revenue Code.

         No opinion of counsel is required as to the legality of
         the securities being registered hereby inasmuch as no
         original issuance securities have been or will be
         utilized in the U.S.T. Corp.  Stock Fund of the Plan. 

(23) -   Consent of Coopers & Lybrand L.L.P.

(24) -   Powers of Attorney (included on page 10 of this
         Registration Statement).
___________
    *Incorporated herein by reference.
<PAGE>







                       EXHIBIT 4(b)


<PAGE>
										Exhibit 4(b)
                                 RESTATED
                       CERTIFICATE OF INCORPORATION
                                   OF
                       NEW USTC HOLDINGS CORPORATION

                         Under Section 807 of the
                         Business Corporation Law

The undersigned, being the Chairman of the Board and the Secretary, 
respectively, of NEW USTC HOLDINGS CORPORATION (the "Corporation"), hereby 
certify:

1. The name of the Corporation, which is the name under which it was 
formed, is NEW USTC HOLDINGS CORPORATION.

2. The certificate of incorporation of the Corporation was filed by the 
Department of State on January 20, 1995 (the "Certificate of 
Incorporation").

3. The Certificate of Incorporation is hereby amended to effect the 
following changes authorized by Article 8 of the Business Corporation Law:

(a) To make additions to the corporate purposes of the Corporation, as 
set forth in Article FIRST of this restated certificate of incorporation 
(this "Restated Certificate of Incorporation");

(b) To grant authority to the Board of Directors to establish and 
designate the relative rights, preferences and limitations of each class of 
shares, as set forth in Article FOURTH of this Restated Certificate of 
Incorporation;

(c) To establish a series of Preferred Shares of the Corporation, the 
Series A Participating Cumulative Preferred Shares, and to designate the 
rights, preferences and limitations of such shares, as set forth in Article 
FOURTH of this Restated Certificate of Incorporation;

(d) To increase the aggregate number of shares which the Corporation 
shall have authority to issue from 100 Common Shares, par value $1 per 
share, to 45,000,000 shares, consisting of 40,000,000 Common Shares, par 
value $1 per share and 5,000,000 Preferred Shares, par value $1 per share, 
as set forth in Article FOURTH of this Restated Certificate of 
Incorporation;

(e) To add a new Article FIFTH designating no preferential, preemptive or 
other subscription right for shares issued by the Corporation;

(f) To add a new Article SEVENTH designating the first calendar year for 
reporting by the Corporation under certain provisions of the Tax Law; and

(g) To add a new Article EIGHTH relating to transactions between the 
Corporation and interested shareholders.

4. The text of the Certificate of Incorporation is hereby amended and 
restated to read as herein set forth in full:



                               RESTATED
                     CERTIFICATE OF INCORPORATION
                                 OF
                     NEW USTC HOLDINGS CORPORATION

          UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

FIRST: The name of the Corporation is NEW USTC HOLDINGS CORPORATION.

SECOND: The purpose or purposes for which the Corporation is formed are 
to engage in any lawful act or activity for which corporations may be 
organized under the Business Corporation Law, to engage in the business of 
a bank holding company under the Federal Bank Holding Company Act of 1956, 
as heretofore amended and as the same may hereafter be amended (the "Bank 
Holding Company Act"), and to engage in any lawful act or activity which is 
or hereafter may be permitted to be performed by a bank holding company 
under the Bank Holding Company Act; provided that the Corporation is not 
formed to engage in any activity requiring the consent or approval of any 
state official, department, board, agency or other body without such 
consent or approval first being obtained.

THIRD: The office of the Corporation in the State of New York is to be 
located in the City and County of New York.

FOURTH: The aggregate number of shares of all classes which the 
Corporation shall have the authority to issue is 45,000,000 shares 
consisting of 40,000,000 Common Shares, par value $1 per share, and 
5,000,000 Preferred Shares, par value $1 per share.

The designations and the relative rights, preferences and limitations of 
the shares of each class, and the authority hereby vested in the Board of 
Directors of the Corporation to establish and to fix the numbers, 
designations and relative rights, preferences and limitations of each 
series of Preferred Shares, are as follows:

1. The Preferred Shares may be issued from time to time by the Board of 
Directors in one or more series and, subject only to the provisions of this 
Article FOURTH and the limitations prescribed by law, the Board of 
Directors is expressly authorized, prior to issuance, in the resolution or 
resolutions providing for the issue of, or providing for a change in the 
number of, shares of any particular series, and by filing a certificate of 
amendment of the Certificate of Incorporation of the Corporation pursuant 
to the Business Corporation Law, to establish or change the number of 
shares to be included in each such series and to fix the designation and 
relative voting, dividend, liquidation and other rights, preferences and 
limitations of the shares of each such series. The authority of the Board 
of Directors with respect to each series shall include, but shall not be 
limited to, determination of the following:

(a) the distinctive serial designation of such series and the number of 
shares constituting such series (provided that the aggregate number of 
shares constituting all series of Preferred Shares shall not exceed the 
aggregate number of Preferred Shares authorized above);

(b) the times at which and the conditions under which dividends shall be 
payable on shares of such series, the annual dividend rate thereon, whether 
dividends shall be cumulative and, if so, from which date or dates, and the 
status of such dividends as participating or non-participating;

(c) whether the shares of such series shall be redeemable and, if so, the 
terms and conditions of such redemption, including the date or dates upon 
and after which such shares shall be redeemable, and the amount per share 
payable in case of redemption, which amount may vary under different 
conditions and at different redemption dates;

(d) the obligation, if any, of the Corporation to retire shares of such 
series pursuant to a sinking fund or redemption or purchase account;

(e) whether the shares of such series shall be convertible into, or 
exchangeable for, shares of any other class or classes or shares of any 
series of any class, and, if so, the terms and conditions of such 
conversion or exchange, including the price or prices or the rate or rates 
of conversion or exchange and the terms of adjustment thereof, if any;

(f) whether the shares of such series shall have voting rights, in 
addition to the voting rights otherwise provided by law, and, if so, the 
terms of such voting rights;

(g) the rights of the shares of such series in the event of voluntary or 
involuntary liquidation, dissolution or winding up of the affairs of the 
Corporation; and

(h) any other relative rights, preferences and limitations of such 
series.

2. All Preferred Shares shall be of equal rank with each other regardless 
of series. In case the stated dividends and the amounts payable on 
liquidation are not paid in full, the Preferred Shares of all series shall 
share ratably in the payment of dividends including accumulations, if any, 
in accordance with the sums which would be payable on such shares if all 
dividends were declared and paid in full, and in any distribution of assets 
other than by way of dividends in accordance with the sums which would be 
payable in such distribution if all sums payable were discharged in full.

3. The Preferred Shares of any one series shall be identical with each 
other in all respects except as to the dates from which cumulative 
dividends, if any, thereon shall be cumulative.

4. Subject to the rights of the Preferred Shares, dividends may be paid 
upon the Common Shares as and when declared by the Board of Directors out 
of any funds legally available therefor.

5. Upon any liquidation, dissolution or winding up of the affairs of the 
Corporation (which shall not be deemed to include a consolidation or merger 
of the Corporation, or the sale of all or substantially all of the 
Corporation's assets, into, with or to any other corporation or 
Corporations), whether voluntary or involuntary, and after the holders of 
the Preferred Shares shall have been paid in full the amounts, if any, to 
which they respectively shall be entitled or provision for such payment 
shall have been made, the remaining net assets of the Corporation shall be 
distributed pro rata to the holders of the Common Shares.

6. There is hereby established a series of the Corporation's authorized 
Preferred Shares, to be designated as the Series A Participating Cumulative 
Preferred Shares, par value $1 per share. The relative rights, preferences 
and limitations of the Series A Preferred Shares, insofar as not already 
fixed by any other provision of this Certificate of Incorporation shall, as 
fixed by the Board of Directors of the Corporation in the exercise of 
authority conferred by this Certificate of Incorporation, and as permitted 
by Section 502 of the Business Corporation Law, be as follows:

(i) Designation and Number of Shares.  The shares of such series shall be 
designated as "Series A Participating Cumulative Preferred Shares" (the 
"Series A Preferred Shares"). The par value of each share of the Series A 
Preferred Shares shall be $1. The number of shares initially constituting 
the Series A Preferred Shares shall be 300,000; provided, however, that the 
number of Series A Preferred Shares may be increased, by an amendment of 
this paragraph (i) of this Section 6, approved by the Board of Directors of 
the Corporation, if within the authority of the Board of Directors of the 
Corporation under Article FOURTH of the Certificate of Incorporation, to 
such greater number of Series A Preferred Shares as are at any time 
issuable upon exercise of the Rights (the "Rights") issued pursuant to the 
Rights Agreement dated as of September 1, 1995, between the Corporation and 
First Chicago Trust Company of New York, as Rights Agent (the "Rights 
Agreement").

(ii) Dividends or Distributions.

(a) subject to the prior and superior rights of the holders of shares of 
any other series of Preferred Shares or other class or series of capital 
stock of the Corporation ranking prior and superior to the Series A 
Preferred Shares with respect to dividends, the holders of shares of the 
Series A Preferred Shares shall be entitled to receive, when, as and if 
declared by the Board of Directors, out of the assets of the Corporation 
legally available therefor, (1) quarterly dividends payable in cash on the 
first day of March, June, September and December in each year (each such 
date being referred to herein as a "Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend Payment Date after the first 
issuance of a share or a fraction of a share of the Series A Preferred 
Shares, in the amount of $25 per whole share (rounded to the nearest cent) 
less the amount of all cash dividends declared on the Series A Preferred 
Shares pursuant to the following clause (2) since the immediately preceding 
Quarterly Dividend Payment Date or, with respect to the first Quarterly 
Dividend Payment Date, since the first issuance of any share or fraction of 
a share of the Series A Preferred Shares, and (3) dividends payable in cash 
on the payment date for each cash dividend declared on the Common Shares in 
an amount per whole share (rounded to the nearest cent) equal to the 
Formula Number then in effect times the cash dividends then to be paid on 
each Common Share. In addition, if the Corporation shall pay any dividend 
or make any distribution on the Common Shares payable in assets, securities 
or other forms of noncash consideration (other than dividends or 
distributions solely in Common Shares), then, in each such case, the 
Corporation shall simultaneously pay or make on each outstanding whole 
share of the Series A Preferred Shares a dividend or distribution in like 
kind equal to the Formula Number then in effect times such dividend or 
distribution on each Common Share. As used in this Section 6, the "Formula 
Number" shall be 100; provided, however, that if at any time after the 
Record Date (as defined in the Rights Agreement), the Corporation shall (i) 
declare or pay any dividend on the Common Shares payable in Common Shares 
or make any distribution on the Common Shares in Common Shares, (ii) 
subdivide (by a stock split or otherwise) the outstanding Common Shares 
into a larger number of Common Shares or (iii) combine (by a reverse stock 
split or otherwise) the outstanding Common Shares into a smaller number of 
Common Shares, then in each such event the Formula Number shall be adjusted 
to a number determined by multiplying the Formula Number in effect 
immediately prior to such event by a fraction, the numerator of which is 
the number of Common Shares that are outstanding immediately after such 
event and the denominator of which is the number of Common Shares that are 
outstanding immediately prior to such event (and rounding the result to the 
nearest whole number); and provided, further, that if at any time after  
the Corporation shall issue any shares of its capital stock in a 
reclassification or change of the outstanding Common Shares (including any 
such reclassification or change in connection with a merger in which the 
Corporation is the surviving corporation), then in each such event the 
Formula Number shall be appropriately adjusted to reflect such 
reclassification or change;

(b) the Corporation shall declare a dividend or distribution on the 
Series A Preferred Shares as provided in paragraph (ii)(a) above 
immediately prior to or at the same time it declares a dividend or 
distribution on the Common Shares (other than a dividend or distribution 
solely in Common Shares); provided, however, that, in the event no dividend 
or distribution (other than a dividend or distribution in Common Shares) 
shall have been declared on the Common Shares during the period between any 
Quarterly Dividend Payment Date and the next Quarterly Dividend Payment 
Date, a dividend of $25 per share on the Series A Preferred Shares shall 
nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 
The Board of Directors may fix a record date for the determination of 
holders of shares of Series A Preferred Shares entitled to receive a 
dividend or distribution declared thereon, which record date shall be the 
same as the record date for any corresponding dividend or distribution on 
the Common Shares;

(c) dividends shall begin to accrue and be cumulative on outstanding 
Series A Preferred Shares from and after the Quarterly Dividend Payment 
Date next preceding the date of original issue of such Series A Preferred 
Shares; provided, however, that dividends on Series A Preferred Shares 
which are originally issued after the record date for the determination of 
holders of Series A Preferred Shares entitled to receive a quarterly 
dividend and on or prior to the next succeeding Quarterly Dividend Payment 
Date shall begin to accrue and be cumulative from and after such Quarterly 
Dividend Payment Date. Notwithstanding the foregoing, dividends on Series A 
Preferred Shares which are originally issued prior to the record date for 
the first Quarterly Dividend Payment, shall be calculated as if cumulative 
from and after the March 1, June 1, September 1 or December 1, as the case 
may be, next preceding the date of original issuance of such Series A 
Preferred Shares. Accrued but unpaid dividends shall not bear interest. 
Dividends paid on the shares of Series A Preferred Shares in an amount less 
than the total amount of such dividends at the time accrued and payable on 
such shares shall be allocated pro rata on a share-by-share basis among all 
such shares at the time outstanding;

(d) so long as any shares of the Series A Preferred Shares are 
outstanding, no dividends or other distributions shall be declared, paid or 
distributed, or set aside for payment or distribution, on the Common Shares 
unless, in each case, the dividend required by this paragraph (ii) to be 
declared on the Series A Preferred Shares shall have been declared and paid 
or set apart;

(e) the holders of the shares of Series A Preferred Shares shall not be 
entitled to receive any dividends or other distributions except as provided 
herein.

(iii) Voting Rights.  The holders of shares of Series A Preferred Shares 
shall have the following voting rights:

(a) each holder of Series A Preferred Shares shall be entitled to a 
number of votes equal to the Formula Number then in effect, for each share 
of the Series A Preferred Shares held of record on each matter on which 
holders of the Common Shares or shareholders generally are entitled to 
vote, multiplied by the number of votes per share which the holders of the 
Common Shares or shareholders generally then have with respect to such 
matter;

(b) except as otherwise provided herein or by applicable law, the holders 
of shares of Series A Preferred Shares and the holders of shares of Common 
Shares shall vote together as one class for the election of directors of 
the Corporation and on all other matters submitted to a vote of 
shareholders of the Corporation;

(c) if at the time of any annual meeting of shareholders for the election 
of directors, the equivalent of six quarterly dividends (whether or not 
consecutive) payable on any share or shares of Series A Preferred Shares 
are in default, the number of directors constituting the Board of Directors 
of the Corporation shall be increased by two, subject to any limitation set 
forth in this Certificate of Incorporation on the maximum number of 
directors then allowable. In addition to voting together with the holders 
of Common Shares for the election of other directors of the Corporation, 
the holders of record of the Series A Preferred Shares, voting separately 
as a class to the exclusion of the holders of Common Shares, shall be 
entitled at said meeting of shareholders (and at each subsequent annual 
meeting of shareholders), unless all dividends in arrears have been paid or 
declared and set apart for payment prior thereto, to vote for the election 
of such additional directors, if any, of the Corporation, the holders of 
any Series A Preferred Shares being entitled to cast a number of votes per 
share of the Series A Preferred Shares equal to the Formula Number. Until 
the default in payments of all dividends which permitted the election of 
said directors shall cease to exist any director who shall have been so 
elected pursuant to the next preceding sentence may be removed at any time 
by, and be removed without cause only by, the affirmative vote of the 
holders of the Series A Preferred Shares at the time entitled to cast a 
majority of the votes entitled to be cast for the election of any such 
director at a special meeting of such holders called for that purpose, and 
any vacancy thereby created may be filled by the vote of such holders. If 
and when such default shall cease to exist, the holders of the Series A 
Preferred Shares shall be divested of the foregoing special voting rights, 
subject to revesting in the event of each and every subsequent like default 
in payments of dividends. Upon the termination of the foregoing special 
voting rights, the terms of office of all persons who may have been elected 
director pursuant to said special voting rights shall forthwith terminate, 
and the number of directors constituting the Board of Directors shall be 
reduced by two or such other number of directors as shall have been added 
pursuant to the provisions of this subsection (c). The voting rights 
granted by this subsection (c) shall be in addition to any other voting 
rights granted to the holders of the Series A Preferred Shares in this 
paragraph (iii);

(d) except as provided herein, in paragraph (xi) or by applicable law, 
holders of Series A Preferred Shares shall have no special voting rights 
and their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Shares as set forth herein) for 
authorizing or taking any corporate action.

(iv) Certain Restrictions.

(a) whenever quarterly dividends or other dividends or distributions 
payable on the Series A Preferred Shares as provided in paragraph (ii) of 
this Section 6 are in arrears, thereafter and until all accrued and unpaid 
dividends and distributions, whether or not declared, on shares of Series A 
Preferred Shares outstanding shall have been paid in full, the Corporation 
shall not

(1) declare or pay dividends on, make any other distributions on, or 
redeem or purchase or otherwise acquire for consideration any shares of 
stock ranking junior (either as to dividends or upon liquidation, 
dissolution or winding up) to the Series A Preferred Shares;

(2) declare or pay dividends on or make any other distributions on any 
shares of stock ranking on a parity (either as to dividends or upon 
liquidation, dissolution or winding up) with the Series A Preferred Shares, 
except dividends paid ratably on the Series A Preferred Shares and all such 
parity stock on which dividends are payable or in arrears in proportion to 
the total amounts to which the holders of all such shares are then 
entitled;

(3) redeem or purchase or otherwise acquire for consideration shares of 
any stock ranking on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Series A Preferred Shares provided that 
the Corporation may at any time redeem, purchase or otherwise acquire 
shares of any such parity stock in exchange for shares of any stock of the 
Corporation ranking junior (either as to dividends or upon dissolution, 
liquidation or winding up) to the Series A Preferred Shares; or

(4) purchase or otherwise acquire for consideration any shares of Series 
A Preferred Shares, or any shares of stock ranking on a parity with the 
Series A Preferred Shares, except in accordance with a purchase offer made 
in writing or by publication (as determined by the Board of Directors) to 
all holders of such shares upon such terms as the Board of Directors, after 
consideration of the respective annual dividend rates and other relative 
rights and preferences of the respective series and classes, shall 
determine in good faith will result in fair and equitable treatment among 
the respective series or classes;

(b) the Corporation shall not permit any subsidiary of the Corporation to 
purchase or otherwise acquire for consideration any shares of stock of the 
Corporation unless the Corporation could, under subparagraph (a) of this 
paragraph (iv), purchase or otherwise acquire such shares at such time and 
in such manner.

(v) Liquidation Rights.  Upon the liquidation, dissolution or winding up 
of the Corporation, whether voluntary or involuntary, no distribution shall 
be made (1) to the holders of shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution, or winding up) to the Series A 
Preferred Shares unless, prior thereto, the holders of Series A Preferred 
Shares shall have received an amount equal to the accrued and unpaid 
dividends and distributions thereon, whether or not declared, to the date 
of such payment, plus an amount equal to the greater of (x) $100 per share 
or (y) an aggregate amount per share equal to the Formula Number then in 
effect times the aggregate amount to be distributed per share to holders of 
Common Shares, or (2) to the holders of stock ranking on a parity (either 
as to dividends or upon liquidation, dissolution or winding up) with the 
Series A Preferred Shares, except distributions made ratably on the Series 
A Preferred Shares and all other such parity stock in proportion to the 
total amounts to which the holders of all such shares are entitled upon 
such liquidation, dissolution or winding up.

(vi) Consolidation, Merger, etc.  In case the Corporation shall enter 
into any consolidation, merger, combination or other transaction in which 
the Common Shares are exchanged for or changed into other stock or 
securities, cash or any other property, then in any such case the then 
outstanding shares of Series A Preferred Shares shall at the same time be 
similarly exchanged or changed in an amount per share equal to the Formula 
Number then in effect times the aggregate amount of stock, securities, cash 
or any other property (payable in kind), as the case may be, into which or 
for which each Common Share is exchanged or changed.

(vii) Redemption; No Sinking Fund.

(a) the Series A Preferred Shares shall not be redeemable at the option 
of the Corporation except as set forth in this paragraph (vii). The 
outstanding Series A Preferred Shares may be redeemed at the option of the 
Board of Directors as a whole, but not in part, at any time at which, in 
the good faith determination of the Board of Directors no person 
beneficially owns more than 10% of the aggregate voting power represented 
by all the outstanding shares of capital stock of the Corporation generally 
entitled to vote in the election of Directors of the Corporation, at a cash 
price per share equal to (i) 125% of the product of the Formula Number 
times the Market Value (as such term is hereinafter defined) of the Common 
Shares, plus (ii) all dividends which on the redemption date have accrued 
on the shares to be redeemed and have not been paid or declared and a sum 
sufficient for the payment thereof set apart, without interest. The "Market 
Value" on any date shall be deemed to be the average of the daily closing 
prices, per share, of the Common Shares for the 30 consecutive Trading Days 
immediately prior to the date in question. The closing price for each 
Trading Day shall be the last sale price, regular way, or, in case no such 
sale take place on such Trading Day, the average of the closing bid and 
asked prices, regular way, in either case as reported in the principal 
consolidated transaction reporting system if the Common Shares are listed 
or admitted to trading on a national securities exchange or, if the Common 
Shares are not listed or admitted to trading on any national securities 
exchange, the last quoted price or, if not so quoted, the average of the 
high bid and low asked prices in the over-the-counter market, as reported 
by the National Association of Securities Dealers, Inc. Automated Quotation 
System or such other system then in use, or, if on any such Trading Day the 
Common Shares are not quoted by any such organization, the average of the 
closing bid and asked prices as furnished by a professional market maker 
making a market in the Common Shares selected by the Board of Directors of 
the Corporation. If on any such Trading Day no market maker is making a 
market in the Common Shares, the closing price of such Common Shares on 
such Trading Day shall be deemed to be the fair value of the Common Shares 
as determined in good faith by the Board of Directors of the Corporation. 
"Trading Day" shall mean a day on which the principal national securities 
exchange on which the Common Shares are listed or admitted to trading is 
open for the transaction of business or, if the Common Shares are not 
listed or admitted to trading on any national securities exchange, a 
Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which 
banking institutions in the Borough of Manhattan, The City of New York, are 
authorized or obligated by law or executive order to close;

(b) the shares of Series A Preferred Shares shall not be subject to or 
entitled to the operation of a retirement or sinking fund.

(viii) Ranking.  The Series A Preferred Shares shall rank equally and on 
a parity with all other series of Preferred Shares of the Corporation with 
respect to the payment of dividends and distribution of assets upon the 
liquidation, dissolution or winding up of the Corporation.

(ix) Fractional Shares.  The Series A Preferred Shares shall be issuable 
upon exercise of the Rights issued pursuant to the Rights Agreement in 
whole shares or in any fraction of a share that is one one-hundredth 
(1/100th) of a share or any integral multiple of such fraction which shall 
entitle the holder, in proportion to such holder's fractional shares, to 
receive dividends, exercise voting rights, participate in distributions and 
to have the benefit of all other rights of holders of Series A Preferred 
Shares. The Corporation, prior to the first issuance of a share or a 
fraction of a share of Series A Preferred Shares, may elect (1) to issue 
certificates evidencing such authorized fraction of a share of Series A 
Preferred Shares or (2) to issue depository receipts evidencing such 
authorized fraction of a share of Series A Preferred Shares pursuant to an 
appropriate agreement between the Corporation and a depository selected by 
the Corporation, provided that such agreement shall provide that the 
holders of such depository receipts shall have all the rights, privileges 
and preferences to which they are entitled as holders of the Series A 
Preferred Shares.

(x) Reacquired Shares.  Any Series A Preferred Shares purchased or 
otherwise acquired by the Corporation in any manner whatsoever shall be 
retired and cancelled promptly after the acquisition thereof. All such 
shares shall upon their cancellation become authorized but unissued shares 
of Preferred Shares, without designation as to series until such shares are 
once more designated as part of a particular series by resolution of the 
Board of Directors.

(xi) Amendment.  None of the powers, preferences and relative, 
participating, optional and other special rights of the Series A Preferred 
Shares as provided herein shall be amended in any manner which would alter 
or change the powers, preferences, rights or privileges of the holders of 
Series A Preferred Shares so as to affect them adversely without the 
affirmative vote of the holders of at least 66 2/3% of the outstanding 
Series A Preferred Shares, voting as a separate class; provided, however, 
that no such amendment approved by the holders of at least 66 2/3% of the 
outstanding Series A Preferred Shares shall be deemed to apply to the 
powers, preferences, rights or privileges of any holder of Series A 
Preferred Shares originally issued upon exercise of the Rights after the 
time of such approval without the approval of such holder.

FIFTH: No holder of shares of the Corporation of any class, now or 
hereafter authorized, shall have any preferential, preemptive or other 
right to subscribe for, purchase or receive any shares of the Corporation 
of any class, now or hereafter authorized, or any options or warrants for 
such shares, or any rights, to subscribe to or purchase such shares, or any 
securities convertible into or exchangeable for such shares, which may at 
any time be issued, sold or offered for sale by the Corporation other than 
as the Board of Directors in its discretion may from time to time determine 
on such terms and conditions as the Board of Directors may from time to 
time fix.

SIXTH: The Secretary of State is designated as agent of the Corporation 
upon whom process against it may be served. The mail post office address to 
which the Secretary of State shall mail a copy of any process against the 
Corporation served upon him or her is 114 West 47th Street, New York, New 
York 10036.

SEVENTH: The accounting period which the Corporation intends to establish 
as its first calendar or fiscal year for reporting the franchise tax 
imposed by Article Nine-A of the Tax Law of the State of New York is the 
period ending December 31, 1995.

EIGHTH: (A) Except as provided in paragraph (B), the affirmative vote, at 
a meeting of the shareholders of the Corporation, of (i) the holders of at 
least 80% of the combined voting power of the then outstanding Voting 
Shares (as hereinafter defined) of the Corporation and (ii) the holders of 
at least a majority of the combined voting power of the then outstanding 
Voting Shares of the Corporation held by Disinterested Shareholders (as 
hereinafter defined), in each case voting together as a single class, shall 
be required prior to and as a condition to the consummation of any Business 
Combination (as hereinafter defined). Such vote shall be in addition to any 
shareholder vote required without reference to this Article EIGHTH, and 
shall be required notwithstanding that no vote may otherwise be required, 
or that some lesser percentage may be specified, by law, by this 
certificate of incorporation, by the Corporation's bylaws or otherwise.

(B) The provisions of paragraph (A) shall not apply to a particular 
Business Combination, and such Business Combination shall require only such 
shareholder vote or approval (if any) as would be required without 
reference to this Article EIGHTH, if either (I) the Business Combination 
shall have been approved by a majority of the Continuing Directors (as 
hereinafter defined), whether such approval is given before or after the 
transaction in which the Interested Shareholder (as hereinafter defined) 
became an Interested Shareholder, or (II) all the conditions set forth in 
subparagraphs (1) through (5) below are satisfied.

(1) The transaction constituting the Business Combination shall provide 
that the holders of Common Shares shall receive a consideration in exchange 
for their Common Shares, and the aggregate amount of cash and the Fair 
Market Value (as hereinafter defined) as of the date of the consummation of 
the Business Combination of consideration other than cash to be received 
per share by holders of Common Shares in such Business Combination shall be 
at least equal to the highest of the following:

(a) (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid in order to 
acquire any Common Shares of which the Interested Shareholder is the 
Beneficial Owner (as hereinafter defined) which were acquired (i) within 
the two-year period immediately prior to the date of the first public 
announcement of the proposed Business Combination (the "Announcement Date") 
or (ii) in the transaction in which the Interested Shareholder became an 
Interested Shareholder, whichever is higher;

(b) the Fair Market Value per Common Share on the Announcement Date or on 
the date on which the Interested Shareholder became an Interested 
Shareholder, whichever is higher; and

(c) (if applicable) the price per share equal to the Fair Market Value 
per Common Share determined pursuant to clause (b) immediately preceding 
multiplied by the ratio of (i) the highest per share price (including any 
brokerage commissions, transfer taxes and soliciting dealers' fees) paid in 
order to acquire any Common Shares of which the Interested Shareholder is 
the Beneficial Owner which were acquired within the two-year period 
immediately prior to the Announcement Date to (ii) the Fair Market Value 
per Common Share on the first day in such two-year period on which the 
Interested Shareholder was the Beneficial Owner of any Common Shares.

(2) If the transaction constituting the Business Combination shall 
provide that the holders of any class of outstanding Voting Shares other 
than Common Shares shall receive a consideration in exchange for their 
shares, the aggregate amount of cash and the Fair Market Value as of the 
date of the consummation of the Business Combination of consideration other 
than cash to be received per share by holders of such Voting Shares shall 
be at least equal to the highest of the following (it being intended that 
the requirements of this subparagraph (B)(2) shall be met with respect to 
every class of outstanding Voting Shares other than Common Shares, whether 
or not the Interested Shareholder is the Beneficial Owner of any shares of 
a particular class of such Voting Shares):

(a) (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid in order to 
acquire any shares of such class of Voting Shares of which the Interested 
Shareholder is the Beneficial Owner which were acquired (i) within the two-
year period immediately prior to the Announcement Date or (ii) in the 
transaction in which the Interested Shareholder became an Interested 
Shareholder, whichever is higher;

(b) (if applicable) the highest preferential amount per share to which 
the holders of shares of such class of Voting Shares are entitled in the 
event of any voluntary or involuntary liquidation, dissolution or winding 
up of the Corporation;

(c) the Fair Market Value per share of such class of Voting Shares on the 
Announcement Date or on the date on which the Interested Shareholder became 
an Interested Shareholder, whichever is higher; and

(d) (if applicable) the price per share equal to the Fair Market Value 
per share of such class of Voting Shares determined pursuant to clause (c) 
immediately preceding multiplied by the ratio of (i) the highest per share 
price (including any brokerage commissions, transfer taxes and soliciting 
dealers' fees) paid in order to acquire any shares of such class of Voting 
Shares of which the Interested Shareholder is the Beneficial Owner which 
were acquired within the two-year period immediately prior to the 
Announcement Date to (ii) the Fair Market Value per share of such class of 
Voting Shares on the first day in such two-year period on which the 
Interested Shareholder was the Beneficial Owner of any shares of such class 
of Voting Shares.

(3) The consideration to be received in such Business Combination by 
holders of a particular class of outstanding Voting Shares (including 
Common Shares) shall be in cash or in the same form as was previously paid 
in order to acquire shares of such class of Voting Shares of which the 
Interested Shareholder is the Beneficial Owner and, if the Interested 
Shareholder is the Beneficial Owner of shares of any class of Voting Shares 
which were acquired with varying forms of consideration, the form of 
consideration to be received by holders of such class of Voting Shares 
shall be either cash or the form used to acquire the largest number of 
shares of such class of Voting Shares of which the Interested Shareholder 
is the Beneficial Owner.

(4) After such Interested Shareholder became an Interested Shareholder 
and prior to the consummation of such Business Combination, (a) such 
Interested Shareholder shall not have received the benefit, directly or 
indirectly (except proportionately as a shareholder), of any loans, 
advances, guarantees, pledges or other financial assistance or tax credits 
provided by the Corporation or any Subsidiary (as hereinafter defined), or 
made any major change in the Corporation's business or equity capital 
structure or entered into any contract, arrangement or understanding with 
the Corporation, except any such change, contract, arrangement or 
understanding as may have been approved by a majority of the Continuing 
Directors, (b) except as approved by a majority of the Continuing 
Directors, there shall have been no failure to declare and pay at the 
regular date therefor any full quarterly dividend (whether or not 
cumulative) on any outstanding Preferred Shares or other shares of the 
Corporation entitled to a preference over Common Shares as to dividends or 
upon liquidation; (c) there shall have been (i) no reduction in the annual 
rate of dividends paid on the Common Shares (except as necessary to reflect 
any subdivision of the Common Shares), unless approved by a majority of the 
Continuing Directors, and (ii) an increase in such annual rate of dividends 
(as necessary to prevent any such reduction) in the event of any 
reclassification (including any reverse stock split), recapitalization, 
reorganization or similar transaction which has the effect of reducing the 
number of outstanding Common Shares, unless the failure so to increase such 
annual rate is approved by a majority of the Continuing Directors; (d) such 
Interested Shareholder shall not have become the Beneficial Owner of any 
additional Voting Shares subsequent to the transaction in which it became 
an Interested Shareholder; and (e) there shall have always been at least 
three Continuing Directors on the Board of Directors of the Corporation.

(5) Whether or not required by law, a proxy or information statement 
complying with the requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") shall have been mailed to all holders of 
Voting Shares for the purpose of soliciting shareholder approval of such 
Business Combination at least 30 days prior to the consummation thereof. 
Such proxy or information statement shall contain at the front thereof, in 
a prominent place, any recommendations as to the advisability (or 
inadvisability) of the Business Combination which the Continuing Directors, 
or any of them, may have furnished to the Corporation in writing and, if 
deemed advisable by a majority of the Continuing Directors, an opinion of a 
reputable investment banking firm as to the fairness (or lack of fairness) 
of the terms of such Business Combination from the point of view of the 
Disinterested Shareholders (such investment banking firm to be selected by 
a majority of the Continuing Directors, to be furnished with all 
information it reasonably requests and to be paid a reasonable fee by the 
Corporation for its services following the receipt by the Corporation of 
such opinion).

(C) For the purposes of this Article EIGHTH:

(1) The term "Business Combination" means (i) any sale, lease, exchange, 
mortgage, pledge, transfer or other disposition to or with an Interested 
Shareholder (in a single transaction or a series of related transactions) 
of all or a Substantial Part (as hereinafter defined) of the assets of the 
Corporation (including without limitation any securities of a Subsidiary) 
or all or a Substantial Part of the assets of a Subsidiary; (ii) any sale, 
lease, exchange, mortgage, pledge, transfer or other disposition to or with 
the Corporation or to or with a Subsidiary (in a single transaction or a 
series of related transactions) of all or a Substantial Part of the assets 
of an Interested Shareholder; (iii) any merger or consolidation of the 
Corporation or any Subsidiary into or with an Interested Shareholder or 
into or with another Corporation or company which, after such merger or 
consolidation, would be an Affiliate (as hereinafter defined) of an 
Interested Shareholder, in each case irrespective of which Corporation or 
company is the surviving entity in such merger or consolidation; (iv) the 
issuance or transfer of any securities of the Corporation or a Subsidiary 
by the Corporation or a Subsidiary to an Interested Shareholder, with the 
exception of securities which, when aggregated with all such securities so 
issued or transferred within the preceding five years to such Interested 
Shareholder and the Affiliates and Associates (as hereinafter defined) of 
such Interested Shareholder, or any of them, have a Fair Market Value of 
less than $13 million, determined in each case as of the time of each 
issuance or transfer in question and with the exception of an issuance of 
securities upon conversion of convertible securities of the Corporation or 
of a Subsidiary which were not acquired by the Interested Shareholder (or 
any such Affiliate or Associate) from the Corporation or any Subsidiary; 
(v) any reclassification of securities (including any reverse stock split 
or consolidation of shares), recapitalization, reorganization, merger or 
consolidation of the Corporation with any of its Subsidiaries, or any 
similar transaction (whether or not with or into or otherwise involving an 
Interested Shareholder) which has the effect, directly or indirectly, of 
increasing the proportionate amount of the outstanding shares or amount of 
any class of equity security of the Corporation or any Subsidiary which is 
directly or indirectly owned by any Interested Shareholder; (vi) any merger 
of the Corporation into a Subsidiary, or any consolidation between the 
Corporation and a Subsidiary, unless the surviving or consolidated 
corporation or company, as the case may be, has a provision in its 
certificate of incorporation identical or substantially similar to this 
Article EIGHTH; (vii) the adoption of any plan or proposal for the 
liquidation or dissolution of the Corporation proposed by or on behalf of 
any Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder; or (viii) any agreement, contract or other arrangement 
providing for any of the transactions hereinabove described in this 
definition of Business Combination.

(2) "Interested Shareholder" at any particular time means, with respect 
to any Business Combination, any Person (as hereinafter defined) (other 
than the Corporation or any Subsidiary) who or which (i) is the Beneficial 
Owner of 10% or more of the outstanding Voting Shares, (ii) is an Affiliate 
of the Corporation and at any time within the preceding five years was the 
Beneficial Owner of 10% or more of the then outstanding Voting Shares or 
(iii) is at such time an assignee of or has otherwise succeeded to the 
beneficial ownership of any Voting Shares of which any Interested 
Shareholder was the Beneficial Owner at any time within the two-year period 
immediately prior to the date in question, if such assignment or succession 
shall have occurred in the course of a transaction or series of related 
transactions not involving any public offering within the meaning of the 
Securities Act of 1933, as amended (the "Securities Act"). "Person" means 
any individual, firm, corporation, company or other entity.

(3) A Person shall be considered the "Beneficial Owner" of any Voting 
Shares (i) which are owned beneficially (whether or not owned of record) by 
such Person or by any Affiliate or Associate of such Person, (ii) which 
such Person or any Affiliate or Associate of such Person has (a) the right 
to acquire (whether such right is exercisable immediately or only after the 
passage of time) pursuant to any agreement, arrangement or understanding or 
upon the exercise of conversion rights, exchange rights, warrants or 
options, or otherwise, or (b) the right to vote pursuant to any agreement, 
arrangement or understanding, or (iii) which are owned beneficially 
(whether or not owned of record) by any other Person with which such first-
mentioned Person or any of its Affiliates or Associates has any agreement, 
arrangement or understanding with respect to acquiring, holding, voting or 
disposing of any Voting Shares or acquiring, holding or disposing of all or 
a Substantial Part of the assets of the Corporation or a Subsidiary. For 
the purpose only of determining whether a Person is the Beneficial Owner of 
10% or more of the outstanding Voting Shares, such outstanding shares shall 
be deemed to include any Voting Shares which may be issuable pursuant to 
any agreement, arrangement or understanding or upon the exercise of 
conversion rights, exchange rights, warrants, options or otherwise and of 
which such Person is deemed to be the Beneficial Owner pursuant to the 
foregoing provisions of this subparagraph (3). In addition to such 
provisions, for all purposes of this Article EIGHTH, a Person shall be 
deemed to be the Beneficial Owner of Voting Shares if such Person is deemed 
the beneficial owner thereof pursuant to Rule 13d-3 under the Exchange Act.

(4) For the purpose of determining whether a Person is an Interested 
Shareholder pursuant to subparagraph (2) of this paragraph (C), the number 
of Voting Shares deemed to be outstanding shall include shares of which the 
Interested Shareholder is deemed the Beneficial Owner through application 
of subparagraph (3) of this paragraph (C) but shall not include any other 
Voting Shares which may be issuable pursuant to any agreement, arrangement 
or understanding, or upon the exercise of conversion rights, exchange 
rights, warrants or options, or otherwise.

(5) "Disinterested Shareholder" means a shareholder of the Corporation 
who is not an Interested Shareholder or an Affiliate or an Associate of an 
Interested Shareholder.

(6) The term "Voting Shares" means shares of the Corporation entitled to 
vote generally in the election of directors, considered for the purposes of 
this Article EIGHTH as one class.

(7) The term "Substantial Part" as used with reference to the assets of 
the Corporation, of any Subsidiary or of any Interested Shareholder means 
assets having a value of more than 5% of the total consolidated assets of 
the Corporation and its Subsidiaries as of the end of the Corporation's 
most recent fiscal year ended prior to the time the determination is being 
made.

(8) For purposes of paragraph (B) of this Article EIGHTH, in the event of 
a Business Combination upon consummation of which the Corporation would be 
the surviving corporation or company or would continue to exist (unless it 
is provided, contemplated or intended that as part of such Business 
Combination or within one year after consummation thereof a plan of 
liquidation or dissolution of the Corporation will be adopted or effected), 
the term "consideration other than cash to be received" shall include 
(without limitation) Common Shares of the Corporation retained by 
shareholders of the Corporation other than Interested Shareholders who are 
parties to such Business Combination.

(9) "Continuing Director" means a member of the Board of Directors of the 
Corporation who is not an Affiliate or an Associate of an Interested 
Shareholder and not a representative or nominee of an Interested 
Shareholder and who either (i) was first elected as a director prior to the 
date as of which an Interested Shareholder who or which proposes to enter 
into or be a party to or involved in a Business Combination became an 
Interested Shareholder or (ii) was designated (before his initial election 
as a director) as a continuing Director by a majority of the then 
Continuing Directors.

(10) "Affiliate" means a Person who directly, or indirectly through one 
or more intermediaries, controls, or is controlled by, or is under common 
control with, another Person and in addition means any "affiliate" as that 
term is defined in Rule 12b-2 under the Exchange Act (the term "registrant" 
in such Rule 12b-2 meaning in this case the Corporation).

(11) "Associate" means (i) any corporation, company or organization of 
which a Person is an officer or partner or is, directly or indirectly, the 
Beneficial Owner of 5% or more of any class (or series thereof) of equity 
securities, (ii) any trust or other estate in which a Person has a 5% or 
larger beneficial interest of any nature or as to which a Person serves as 
trustee or in a similar fiduciary capacity, (iii) any spouse of a Person, 
(iv) any relative of a Person, or any relative of a spouse of a Person, who 
has the same residence as such Person or spouse, and (v) any "associate" as 
that term is defined in such Rule 12b-2 (the term "registrant" in such Rule 
12b-2 meaning in this case the Corporation).

(12) "Subsidiary" means any corporation or company of which a majority of 
any class (or series thereof) of equity security (as defined in Rule 3a11-1 
under the Exchange Act) is owned, directly, or indirectly, by the 
Corporation; provided, however, that for the purposes of the definition of 
Interested Shareholder set forth in subparagraph (2) of this paragraph (C), 
the term "Subsidiary" shall mean only a corporation or company of which a 
majority of each class (or series thereof) of equity security is owned, 
directly or indirectly, by the Corporation.

(13) "Fair Market Value" means: (1) in the case of shares, the highest 
closing sale price during the 30-day period immediately preceding the date 
in question of a share on the Composite Tape for New York Stock Exchange 
Listed Stocks, or, if such class of shares is not quoted on the Composite 
Tape, on the New York Stock Exchange, or if such class is not listed on 
such Exchange, on the principal United States securities exchange 
registered under the Exchange Act on which such stock is listed, or, if 
such stock is not listed on any such exchange, the highest closing sale 
price (or highest closing bid quotation if such closing sale price is not 
reported) with respect to such shares during the 30-day period preceding 
the date in question on the National Association of Securities Dealers, 
Inc. Automated Quotation System or any system then in use, or if no such 
quotations are available, the fair market value on the date in question of 
a share as determined by a majority of the Continuing Directors in good 
faith; and (2) in the case of property other than cash or shares, the fair 
market value of such property on the date in question as determined by a 
majority of the Continuing Directors in good faith.

(14) As used in the definition of Business Combination, a "series of 
related transactions" shall be deemed to include not only a series of 
transactions with the same Interested Shareholder but also a series of 
separate transactions with an Interested Shareholder and any Affiliate or 
Associate of such Interested Shareholder.

(15) An Interested Shareholder shall be deemed to have acquired a share 
of the Corporation at the time when such Interested Shareholder became the 
Beneficial Owner thereof. With respect to shares owned by Affiliates, 
Associates or other Persons whose ownership is attributed to an Interested 
Shareholder under the foregoing definition of Beneficial Owner, if the 
price paid by such Interested Shareholder for such shares is not 
determinable, the price so paid shall be deemed to be the higher of (a) the 
price paid upon acquisition thereof by the Affiliate, Associate or other 
Person or (b) the market price of the shares in question at the time when 
the Interested Shareholder became the Beneficial Owner thereof.

(D) A majority of the Continuing Directors shall have the power to 
determine for the purposes of this Article EIGHTH, on the basis of 
information known to them, (i) whether a Person is an Interested 
Shareholder, (ii) the number of Voting Shares of which any Person is the 
Beneficial Owner, (iii) whether a Person is an Affiliate or Associate of 
another, (iv) whether a Person has an agreement, arrangement or 
understanding with another as to the matters referred to in subparagraph 
(3) of paragraph (C), (v) whether the assets subject to any Business 
Combination constitute a "Substantial Part" as hereinabove defined, (vi) 
whether two or more transactions constitute a "series of related 
transactions" as hereinabove defined and (vii) any matters referred to in 
subparagraph (15) of paragraph (C). Any such determination made in good 
faith shall be binding and conclusive on all parties.

(E) Any amendment, change or repeal of this Article EIGHTH, or any other 
amendment of this certificate of incorporation which would have the effect 
of modifying or permitting circumvention of this Article EIGHTH, shall 
require the affirmative vote, at a meeting of shareholders of the 
Corporation, of (i) the holders of at least 80% of the combined voting 
power of the then outstanding Voting Shares and (ii) the holders of at 
least a majority of the combined voting power of the then outstanding 
Voting Shares held by Disinterested Shareholders, in each case voting 
together as a single class; provided, however, that this paragraph (E) 
shall not apply to, and such 80% vote and such majority vote shall not be 
required for, any such amendment, change or repeal recommended to 
shareholders by a majority of the Continuing Directors and any such 
amendment, change or repeal so recommended shall require only the vote, if 
any, required under the applicable provisions of the New York Business 
Corporation Law. For purposes of this paragraph (E) only, if at the time 
when any such amendment, change or repeal is under consideration there is 
no proposed Business Combination (in which event clause (i) of the 
definition of Continuing Director in subparagraph (C)(9) above would be 
inapplicable), the "Continuing Directors" shall be deemed to be those 
persons who were members of the Board of Directors of the Corporation at 
the time when the amendment of this certificate of incorporation to add 
this Article EIGHTH was approved by shareholders plus those persons who are 
Continuing Directors pursuant to clause (ii) of subparagraph (C)(9).

(F) Nothing contained in this Article EIGHTH shall be construed to 
relieve any Interested Shareholder from any fiduciary obligation imposed by 
law.

(G) The fact that any Business Combination complies with the provisions 
of this Article EIGHTH shall not be construed to impose any fiduciary 
obligation on the Board of Directors, or any member thereof, to approve 
such Business Combination or to recommend its adoption or approval by the 
shareholders of the Corporation.

NINTH: No director of the Corporation shall be personally liable to the 
Corporation or its shareholders or any of them for damages for any breach 
of duty in such capacity, except as may otherwise be required by applicable 
law. Any repeal or modification of this Article NINTH shall not adversely 
affect any right or protection of a director of the Corporation with 
respect to any act or omission occurring prior to, or at the time of, such 
repeal or modification.

5. This Restated Certificate of Incorporation and the amendments set 
forth herein have been duly authorized by the Board of Directors by 
unanimous written consent, followed by the unanimous written consent of the 
shareholders of the Corporation pursuant to Sections 708(b) and 615(a), 
respectively, of the Business Corporation Law.

IN WITNESS WHEREOF, the undersigned have executed this Restated 
Certificate of Incorporation on this  29th day of  August, 1995 and 
affirmed that the statements made herein are true under penalties of 
perjury.

	/s/H. Marshall Schwarz
	H. Marshall Schwarz
		Chairman of the Board	

	/s/Carol A. Strickland
	Carol A. Strickland
	Secretary









<PAGE>







                        E X H I B I T   5

<PAGE>

INTERNAL REVENUE SERVICE                DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202


Date: July 27, 1995                   Employer Identification Number:
                                           13-5459866


UNITED STATES TRUST COMPANY OF        File Folder Number:
  NEW YORK                                 133000702
C/O JEROME J. COHEN                   Person to Contact:
CARTER, LEDYARD & MILBURN                 LOW-SHU WONG
2 WALL STREET                         Contact Telephone Number
NEW YORK, NY 10005                        (718) 488-2425
                                      Plan Name:
                                          401(K) PLAN & ESOP OF UNITED
                                          STATES TRUST COMPANY OF NEW YORK
                                          Plan Number: 001


Dear Applicant:

    We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanentrecords.

    Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.

    The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

    This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

    This determination is subject to your adoption of the
proposed amendments submitted in your letter dated March 24,
1995.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).

                                 
<PAGE>
UNITED STATES TRUST COMPANY OF NEW YORK


    This determination is also subject to your adoption of the
proposed amendments submitted in your letter(s) dated June 28,
1995.  These proposed amendments should also be adopted on or
before the date prescribed by the regulations under Code section
401(b).

    This determination letter is applicable for the amendment(s)
adopted on October 25, 1994.

    This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.

    At your request, this determination letter does not express
an opinion, and may not be relied on with respect to, whether the
nondiscrimination in amount requirement of Section
1.401(a)(4)-1(b)(2) of the regulations has been
satisfied.

    This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

    This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

    This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended in
the Uruguay Round Agreements Act, Pub. L. 103-465.

    We have sent a copy of this letter to your representative as
indicated in the power of attorney.


<PAGE>
UNITED STATES TRUST COMPANY OF NEW YORK


    If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                             Sincerely yours,


                          /s/Herbert J. Huff
                             Herbert J. Huff
                             District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
 for Employee Benefit Plans






















                                               Letter 835 (DO/OG)
<PAGE>




                        E X H I B I T   23




<PAGE>
                                                       Exhibit 23


                CONSENT OF INDEPENDENT ACCOUNTANTS



    We consent to the incorporation by reference, in this
Registration Statement on Form S-8 of U.S. Trust Corporation,
formerly New USTC Holdings Corporation ("New U.S. Trust"), 
pertaining to the 401(k) Plan and ESOP of United States Trust
Company of New York and Affiliated Companies (the "Plan"), of our
report dated February 14, 1995, which includes an explanatory
paragraph regarding the adoption of new accounting standards for
income taxes and postretirement benefits other than pensions, on
our audits of the consolidated financial statements of U.S. Trust
Corporation (the former parent of New U.S. Trust) and Subsidiaries
as of December 31, 1994 and 1993, and for the years ended December
31, 1994, 1993 and 1992, which report is included in the Quarterly
Report on Form 10-Q of New U.S. Trust for the quarter ended June
30, 1995.  We also consent to the incorporation by reference in
this Registration Statement of our report dated April 25, 1995, on
our audits of the financial statements of the Plan as of December
31, 1994 and 1993, and for the years then ended, which report is
included in the Annual Report on Form 11-K of the Plan for the
fiscal year ended December 31, 1994.



                                  Coopers & Lybrand L.L.P.







New York, New York
September 2, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 89870}]
{"company-data": {"conformed-name": "NEW USTC HOLDINGS CORP", "cik": "0000936301", "assigned-sic": "6022", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62371", "film-number": "95570482"}, "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"}}
Registration No. 33-
___________________________________________________________________

                   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)

                        401(k) PLAN AND ESOP OF
              UNITED STATES TRUST COMPANY OF NEW YORK AND
                         AFFILIATED COMPANIES
                       (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:
                          Bernard Cedarbaum
                      Carter, Ledyard & Milburn
                             2 Wall Street
                      New York, New York  10005
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(1)     registered(2)    share        price        tion fee
Common Shares,
 par value
 $1 per share      400,000 shares  $41-3/8(3)  $16,550,000(3) $5,706.90

 Rights to Purchase
 Series A
 Participating
 Cumulative
 Preferred Shares  400,000 rights    --   (4)       --     (4)    None
(1) In addition, pursuant to Rule 416(c) under the Securities Act
    of 1933, this Registration Statement also covers an
    indeterminate amount of interests to be offered or sold
    pursuant to the 401(k) Plan and ESOP of United States Trust
    Company of New York and Affiliated Companies (the "Plan"). 
    Pursuant to Rule 457(h)(2), no separate registration fee is
    required with respect to these Plan interests.

(2) The securities being registered are those which may be
    acquired by the Plan for investment in its U.S.T. Corp. Stock
    Fund.

(3) Calculated pursuant to Rule 457(h) and (c) upon the basis of
    the average of the high and low prices ($41-3/4 and $41) of a
    Common Share as quoted on the NASDAQ National Market System on
    August 29, 1995. 

(4) 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.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant and the Plan hereby incorporate by
reference the following documents into this Registration
Statement: 

         (a)  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").

         (b)  The Registrant's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1995, and June 30, 1995.

         (c)  The Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994.

         (d)  The description of the Common Shares contained in
the abovementioned Registration Statement on Form 10, including
any amendments or reports hereafter filed for the purpose of updating
such description.

         (e)  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 and the Plan 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 applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 indemnifica-
    tion 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 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, includ-
    ing 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 indemnifica-
    tion 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 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 15 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 registra-
    tion 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-effec-
         tive 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; 

              (ii)  to reflect in the prospectus any facts or
         events arising after the effective date of this Registra-
         tion Statement (or the most recent post-effective
         amendment hereof) which, individually or in the ag-
         gregate, represent a fundamental change in the informa-
         tion 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 or the Plan 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 State-
         ment. 

         (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 (i) 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, and (ii) the 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 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.
SIGNATURES

The Registrant

         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 September 5, 1995. 

                        U.S. TRUST CORPORATION

                        By:/s/Richard E. Brinkmann               
                            Richard E. Brinkmann, 
                            Senior Vice President and Comptroller

                        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.
Pursuant to the requirements of the Securities Act of 1933,
this  Registration Statement has been signed on September 5, 1995,
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                  Senior Vice President and Treasurer
John L. Kirby                     (Principal Financial  Officer)

/s/Richard E. Brinkmann           Senior Vice President and
Richard E. Brinkmann              Comptroller
                                  (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/Daniel P. Davison              Director
Daniel P. Davison
Signature                         Title
- ---------                         -----

/s/Philippe de Montebello         Director
Philippe de Montebello

/s/Paul W. Douglas                Director
Paul W. Douglas

/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/Orson D. Munn                  Director
Orson D. Munn

                                  Director
Philip L. Smith
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

                                  Director
Carroll L. Wainwright, Jr.

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

/s/Ruth A. Wooden                 Director
Ruth A. Wooden
The Plan

     Pursuant to the requirements of the Securities Act of 1933,
the Committee which administers  the 401(k) Plan and ESOP of United
States Trust Company of New York and Affiliated Companies 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 September 5, 1995.

                              401(k) PLAN AND ESOP OF UNITED
                              STATES TRUST COMPANY OF NEW YORK AND
                              AFFILIATED COMPANIES

                              By:/s/John L. Kirby                
                                 John L. Kirby
                                 Committee Chairman
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 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) - Restated Certificate of Incorporation of the Registrant,
         setting forth the preferences, limitations and relative
         rights of the Registrant's Series A Participating
         Cumulative Preferred Shares.

 (5)  -  Internal Revenue Service ("IRS") determination letter
         dated July 27, 1995, that the Plan is qualified under
         Section 401 of the Internal Revenue Code.

         No opinion of counsel is required as to the legality of
         the securities being registered hereby inasmuch as no
         original issuance securities have been or will be
         utilized in the U.S.T. Corp.  Stock Fund of the Plan. 

(23) -   Consent of Coopers & Lybrand L.L.P.

(24) -   Powers of Attorney (included on page 10 of this
         Registration Statement).
___________
    *Incorporated herein by reference.
EXHIBIT 4(b)
Exhibit 4(b)
                                 RESTATED
                       CERTIFICATE OF INCORPORATION
                                   OF
                       NEW USTC HOLDINGS CORPORATION

                         Under Section 807 of the
                         Business Corporation Law

The undersigned, being the Chairman of the Board and the Secretary, 
respectively, of NEW USTC HOLDINGS CORPORATION (the "Corporation"), hereby 
certify:

1. The name of the Corporation, which is the name under which it was 
formed, is NEW USTC HOLDINGS CORPORATION.

2. The certificate of incorporation of the Corporation was filed by the 
Department of State on January 20, 1995 (the "Certificate of 
Incorporation").

3. The Certificate of Incorporation is hereby amended to effect the 
following changes authorized by Article 8 of the Business Corporation Law:

(a) To make additions to the corporate purposes of the Corporation, as 
set forth in Article FIRST of this restated certificate of incorporation 
(this "Restated Certificate of Incorporation");

(b) To grant authority to the Board of Directors to establish and 
designate the relative rights, preferences and limitations of each class of 
shares, as set forth in Article FOURTH of this Restated Certificate of 
Incorporation;

(c) To establish a series of Preferred Shares of the Corporation, the 
Series A Participating Cumulative Preferred Shares, and to designate the 
rights, preferences and limitations of such shares, as set forth in Article 
FOURTH of this Restated Certificate of Incorporation;

(d) To increase the aggregate number of shares which the Corporation 
shall have authority to issue from 100 Common Shares, par value $1 per 
share, to 45,000,000 shares, consisting of 40,000,000 Common Shares, par 
value $1 per share and 5,000,000 Preferred Shares, par value $1 per share, 
as set forth in Article FOURTH of this Restated Certificate of 
Incorporation;

(e) To add a new Article FIFTH designating no preferential, preemptive or 
other subscription right for shares issued by the Corporation;

(f) To add a new Article SEVENTH designating the first calendar year for 
reporting by the Corporation under certain provisions of the Tax Law; and

(g) To add a new Article EIGHTH relating to transactions between the 
Corporation and interested shareholders.

4. The text of the Certificate of Incorporation is hereby amended and 
restated to read as herein set forth in full:

                               RESTATED
                     CERTIFICATE OF INCORPORATION
                                 OF
                     NEW USTC HOLDINGS CORPORATION

          UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

FIRST: The name of the Corporation is NEW USTC HOLDINGS CORPORATION.

SECOND: The purpose or purposes for which the Corporation is formed are 
to engage in any lawful act or activity for which corporations may be 
organized under the Business Corporation Law, to engage in the business of 
a bank holding company under the Federal Bank Holding Company Act of 1956, 
as heretofore amended and as the same may hereafter be amended (the "Bank 
Holding Company Act"), and to engage in any lawful act or activity which is 
or hereafter may be permitted to be performed by a bank holding company 
under the Bank Holding Company Act; provided that the Corporation is not 
formed to engage in any activity requiring the consent or approval of any 
state official, department, board, agency or other body without such 
consent or approval first being obtained.

THIRD: The office of the Corporation in the State of New York is to be 
located in the City and County of New York.

FOURTH: The aggregate number of shares of all classes which the 
Corporation shall have the authority to issue is 45,000,000 shares 
consisting of 40,000,000 Common Shares, par value $1 per share, and 
5,000,000 Preferred Shares, par value $1 per share.

The designations and the relative rights, preferences and limitations of 
the shares of each class, and the authority hereby vested in the Board of 
Directors of the Corporation to establish and to fix the numbers, 
designations and relative rights, preferences and limitations of each 
series of Preferred Shares, are as follows:

1. The Preferred Shares may be issued from time to time by the Board of 
Directors in one or more series and, subject only to the provisions of this 
Article FOURTH and the limitations prescribed by law, the Board of 
Directors is expressly authorized, prior to issuance, in the resolution or 
resolutions providing for the issue of, or providing for a change in the 
number of, shares of any particular series, and by filing a certificate of 
amendment of the Certificate of Incorporation of the Corporation pursuant 
to the Business Corporation Law, to establish or change the number of 
shares to be included in each such series and to fix the designation and 
relative voting, dividend, liquidation and other rights, preferences and 
limitations of the shares of each such series. The authority of the Board 
of Directors with respect to each series shall include, but shall not be 
limited to, determination of the following:

(a) the distinctive serial designation of such series and the number of 
shares constituting such series (provided that the aggregate number of 
shares constituting all series of Preferred Shares shall not exceed the 
aggregate number of Preferred Shares authorized above);

(b) the times at which and the conditions under which dividends shall be 
payable on shares of such series, the annual dividend rate thereon, whether 
dividends shall be cumulative and, if so, from which date or dates, and the 
status of such dividends as participating or non-participating;

(c) whether the shares of such series shall be redeemable and, if so, the 
terms and conditions of such redemption, including the date or dates upon 
and after which such shares shall be redeemable, and the amount per share 
payable in case of redemption, which amount may vary under different 
conditions and at different redemption dates;

(d) the obligation, if any, of the Corporation to retire shares of such 
series pursuant to a sinking fund or redemption or purchase account;

(e) whether the shares of such series shall be convertible into, or 
exchangeable for, shares of any other class or classes or shares of any 
series of any class, and, if so, the terms and conditions of such 
conversion or exchange, including the price or prices or the rate or rates 
of conversion or exchange and the terms of adjustment thereof, if any;

(f) whether the shares of such series shall have voting rights, in 
addition to the voting rights otherwise provided by law, and, if so, the 
terms of such voting rights;

(g) the rights of the shares of such series in the event of voluntary or 
involuntary liquidation, dissolution or winding up of the affairs of the 
Corporation; and

(h) any other relative rights, preferences and limitations of such 
series.

2. All Preferred Shares shall be of equal rank with each other regardless 
of series. In case the stated dividends and the amounts payable on 
liquidation are not paid in full, the Preferred Shares of all series shall 
share ratably in the payment of dividends including accumulations, if any, 
in accordance with the sums which would be payable on such shares if all 
dividends were declared and paid in full, and in any distribution of assets 
other than by way of dividends in accordance with the sums which would be 
payable in such distribution if all sums payable were discharged in full.

3. The Preferred Shares of any one series shall be identical with each 
other in all respects except as to the dates from which cumulative 
dividends, if any, thereon shall be cumulative.

4. Subject to the rights of the Preferred Shares, dividends may be paid 
upon the Common Shares as and when declared by the Board of Directors out 
of any funds legally available therefor.

5. Upon any liquidation, dissolution or winding up of the affairs of the 
Corporation (which shall not be deemed to include a consolidation or merger 
of the Corporation, or the sale of all or substantially all of the 
Corporation's assets, into, with or to any other corporation or 
Corporations), whether voluntary or involuntary, and after the holders of 
the Preferred Shares shall have been paid in full the amounts, if any, to 
which they respectively shall be entitled or provision for such payment 
shall have been made, the remaining net assets of the Corporation shall be 
distributed pro rata to the holders of the Common Shares.

6. There is hereby established a series of the Corporation's authorized 
Preferred Shares, to be designated as the Series A Participating Cumulative 
Preferred Shares, par value $1 per share. The relative rights, preferences 
and limitations of the Series A Preferred Shares, insofar as not already 
fixed by any other provision of this Certificate of Incorporation shall, as 
fixed by the Board of Directors of the Corporation in the exercise of 
authority conferred by this Certificate of Incorporation, and as permitted 
by Section 502 of the Business Corporation Law, be as follows:

(i) Designation and Number of Shares.  The shares of such series shall be 
designated as "Series A Participating Cumulative Preferred Shares" (the 
"Series A Preferred Shares"). The par value of each share of the Series A 
Preferred Shares shall be $1. The number of shares initially constituting 
the Series A Preferred Shares shall be 300,000; provided, however, that the 
number of Series A Preferred Shares may be increased, by an amendment of 
this paragraph (i) of this Section 6, approved by the Board of Directors of 
the Corporation, if within the authority of the Board of Directors of the 
Corporation under Article FOURTH of the Certificate of Incorporation, to 
such greater number of Series A Preferred Shares as are at any time 
issuable upon exercise of the Rights (the "Rights") issued pursuant to the 
Rights Agreement dated as of September 1, 1995, between the Corporation and 
First Chicago Trust Company of New York, as Rights Agent (the "Rights 
Agreement").

(ii) Dividends or Distributions.

(a) subject to the prior and superior rights of the holders of shares of 
any other series of Preferred Shares or other class or series of capital 
stock of the Corporation ranking prior and superior to the Series A 
Preferred Shares with respect to dividends, the holders of shares of the 
Series A Preferred Shares shall be entitled to receive, when, as and if 
declared by the Board of Directors, out of the assets of the Corporation 
legally available therefor, (1) quarterly dividends payable in cash on the 
first day of March, June, September and December in each year (each such 
date being referred to herein as a "Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend Payment Date after the first 
issuance of a share or a fraction of a share of the Series A Preferred 
Shares, in the amount of $25 per whole share (rounded to the nearest cent) 
less the amount of all cash dividends declared on the Series A Preferred 
Shares pursuant to the following clause (2) since the immediately preceding 
Quarterly Dividend Payment Date or, with respect to the first Quarterly 
Dividend Payment Date, since the first issuance of any share or fraction of 
a share of the Series A Preferred Shares, and (3) dividends payable in cash 
on the payment date for each cash dividend declared on the Common Shares in 
an amount per whole share (rounded to the nearest cent) equal to the 
Formula Number then in effect times the cash dividends then to be paid on 
each Common Share. In addition, if the Corporation shall pay any dividend 
or make any distribution on the Common Shares payable in assets, securities 
or other forms of noncash consideration (other than dividends or 
distributions solely in Common Shares), then, in each such case, the 
Corporation shall simultaneously pay or make on each outstanding whole 
share of the Series A Preferred Shares a dividend or distribution in like 
kind equal to the Formula Number then in effect times such dividend or 
distribution on each Common Share. As used in this Section 6, the "Formula 
Number" shall be 100; provided, however, that if at any time after the 
Record Date (as defined in the Rights Agreement), the Corporation shall (i) 
declare or pay any dividend on the Common Shares payable in Common Shares 
or make any distribution on the Common Shares in Common Shares, (ii) 
subdivide (by a stock split or otherwise) the outstanding Common Shares 
into a larger number of Common Shares or (iii) combine (by a reverse stock 
split or otherwise) the outstanding Common Shares into a smaller number of 
Common Shares, then in each such event the Formula Number shall be adjusted 
to a number determined by multiplying the Formula Number in effect 
immediately prior to such event by a fraction, the numerator of which is 
the number of Common Shares that are outstanding immediately after such 
event and the denominator of which is the number of Common Shares that are 
outstanding immediately prior to such event (and rounding the result to the 
nearest whole number); and provided, further, that if at any time after  
the Corporation shall issue any shares of its capital stock in a 
reclassification or change of the outstanding Common Shares (including any 
such reclassification or change in connection with a merger in which the 
Corporation is the surviving corporation), then in each such event the 
Formula Number shall be appropriately adjusted to reflect such 
reclassification or change;

(b) the Corporation shall declare a dividend or distribution on the 
Series A Preferred Shares as provided in paragraph (ii)(a) above 
immediately prior to or at the same time it declares a dividend or 
distribution on the Common Shares (other than a dividend or distribution 
solely in Common Shares); provided, however, that, in the event no dividend 
or distribution (other than a dividend or distribution in Common Shares) 
shall have been declared on the Common Shares during the period between any 
Quarterly Dividend Payment Date and the next Quarterly Dividend Payment 
Date, a dividend of $25 per share on the Series A Preferred Shares shall 
nevertheless be payable on such subsequent Quarterly Dividend Payment Date. 
The Board of Directors may fix a record date for the determination of 
holders of shares of Series A Preferred Shares entitled to receive a 
dividend or distribution declared thereon, which record date shall be the 
same as the record date for any corresponding dividend or distribution on 
the Common Shares;

(c) dividends shall begin to accrue and be cumulative on outstanding 
Series A Preferred Shares from and after the Quarterly Dividend Payment 
Date next preceding the date of original issue of such Series A Preferred 
Shares; provided, however, that dividends on Series A Preferred Shares 
which are originally issued after the record date for the determination of 
holders of Series A Preferred Shares entitled to receive a quarterly 
dividend and on or prior to the next succeeding Quarterly Dividend Payment 
Date shall begin to accrue and be cumulative from and after such Quarterly 
Dividend Payment Date. Notwithstanding the foregoing, dividends on Series A 
Preferred Shares which are originally issued prior to the record date for 
the first Quarterly Dividend Payment, shall be calculated as if cumulative 
from and after the March 1, June 1, September 1 or December 1, as the case 
may be, next preceding the date of original issuance of such Series A 
Preferred Shares. Accrued but unpaid dividends shall not bear interest. 
Dividends paid on the shares of Series A Preferred Shares in an amount less 
than the total amount of such dividends at the time accrued and payable on 
such shares shall be allocated pro rata on a share-by-share basis among all 
such shares at the time outstanding;

(d) so long as any shares of the Series A Preferred Shares are 
outstanding, no dividends or other distributions shall be declared, paid or 
distributed, or set aside for payment or distribution, on the Common Shares 
unless, in each case, the dividend required by this paragraph (ii) to be 
declared on the Series A Preferred Shares shall have been declared and paid 
or set apart;

(e) the holders of the shares of Series A Preferred Shares shall not be 
entitled to receive any dividends or other distributions except as provided 
herein.

(iii) Voting Rights.  The holders of shares of Series A Preferred Shares 
shall have the following voting rights:

(a) each holder of Series A Preferred Shares shall be entitled to a 
number of votes equal to the Formula Number then in effect, for each share 
of the Series A Preferred Shares held of record on each matter on which 
holders of the Common Shares or shareholders generally are entitled to 
vote, multiplied by the number of votes per share which the holders of the 
Common Shares or shareholders generally then have with respect to such 
matter;

(b) except as otherwise provided herein or by applicable law, the holders 
of shares of Series A Preferred Shares and the holders of shares of Common 
Shares shall vote together as one class for the election of directors of 
the Corporation and on all other matters submitted to a vote of 
shareholders of the Corporation;

(c) if at the time of any annual meeting of shareholders for the election 
of directors, the equivalent of six quarterly dividends (whether or not 
consecutive) payable on any share or shares of Series A Preferred Shares 
are in default, the number of directors constituting the Board of Directors 
of the Corporation shall be increased by two, subject to any limitation set 
forth in this Certificate of Incorporation on the maximum number of 
directors then allowable. In addition to voting together with the holders 
of Common Shares for the election of other directors of the Corporation, 
the holders of record of the Series A Preferred Shares, voting separately 
as a class to the exclusion of the holders of Common Shares, shall be 
entitled at said meeting of shareholders (and at each subsequent annual 
meeting of shareholders), unless all dividends in arrears have been paid or 
declared and set apart for payment prior thereto, to vote for the election 
of such additional directors, if any, of the Corporation, the holders of 
any Series A Preferred Shares being entitled to cast a number of votes per 
share of the Series A Preferred Shares equal to the Formula Number. Until 
the default in payments of all dividends which permitted the election of 
said directors shall cease to exist any director who shall have been so 
elected pursuant to the next preceding sentence may be removed at any time 
by, and be removed without cause only by, the affirmative vote of the 
holders of the Series A Preferred Shares at the time entitled to cast a 
majority of the votes entitled to be cast for the election of any such 
director at a special meeting of such holders called for that purpose, and 
any vacancy thereby created may be filled by the vote of such holders. If 
and when such default shall cease to exist, the holders of the Series A 
Preferred Shares shall be divested of the foregoing special voting rights, 
subject to revesting in the event of each and every subsequent like default 
in payments of dividends. Upon the termination of the foregoing special 
voting rights, the terms of office of all persons who may have been elected 
director pursuant to said special voting rights shall forthwith terminate, 
and the number of directors constituting the Board of Directors shall be 
reduced by two or such other number of directors as shall have been added 
pursuant to the provisions of this subsection (c). The voting rights 
granted by this subsection (c) shall be in addition to any other voting 
rights granted to the holders of the Series A Preferred Shares in this 
paragraph (iii);

(d) except as provided herein, in paragraph (xi) or by applicable law, 
holders of Series A Preferred Shares shall have no special voting rights 
and their consent shall not be required (except to the extent they are 
entitled to vote with holders of Common Shares as set forth herein) for 
authorizing or taking any corporate action.

(iv) Certain Restrictions.

(a) whenever quarterly dividends or other dividends or distributions 
payable on the Series A Preferred Shares as provided in paragraph (ii) of 
this Section 6 are in arrears, thereafter and until all accrued and unpaid 
dividends and distributions, whether or not declared, on shares of Series A 
Preferred Shares outstanding shall have been paid in full, the Corporation 
shall not

(1) declare or pay dividends on, make any other distributions on, or 
redeem or purchase or otherwise acquire for consideration any shares of 
stock ranking junior (either as to dividends or upon liquidation, 
dissolution or winding up) to the Series A Preferred Shares;

(2) declare or pay dividends on or make any other distributions on any 
shares of stock ranking on a parity (either as to dividends or upon 
liquidation, dissolution or winding up) with the Series A Preferred Shares, 
except dividends paid ratably on the Series A Preferred Shares and all such 
parity stock on which dividends are payable or in arrears in proportion to 
the total amounts to which the holders of all such shares are then 
entitled;

(3) redeem or purchase or otherwise acquire for consideration shares of 
any stock ranking on a parity (either as to dividends or upon liquidation, 
dissolution or winding up) with the Series A Preferred Shares provided that 
the Corporation may at any time redeem, purchase or otherwise acquire 
shares of any such parity stock in exchange for shares of any stock of the 
Corporation ranking junior (either as to dividends or upon dissolution, 
liquidation or winding up) to the Series A Preferred Shares; or

(4) purchase or otherwise acquire for consideration any shares of Series 
A Preferred Shares, or any shares of stock ranking on a parity with the 
Series A Preferred Shares, except in accordance with a purchase offer made 
in writing or by publication (as determined by the Board of Directors) to 
all holders of such shares upon such terms as the Board of Directors, after 
consideration of the respective annual dividend rates and other relative 
rights and preferences of the respective series and classes, shall 
determine in good faith will result in fair and equitable treatment among 
the respective series or classes;

(b) the Corporation shall not permit any subsidiary of the Corporation to 
purchase or otherwise acquire for consideration any shares of stock of the 
Corporation unless the Corporation could, under subparagraph (a) of this 
paragraph (iv), purchase or otherwise acquire such shares at such time and 
in such manner.

(v) Liquidation Rights.  Upon the liquidation, dissolution or winding up 
of the Corporation, whether voluntary or involuntary, no distribution shall 
be made (1) to the holders of shares of stock ranking junior (either as to 
dividends or upon liquidation, dissolution, or winding up) to the Series A 
Preferred Shares unless, prior thereto, the holders of Series A Preferred 
Shares shall have received an amount equal to the accrued and unpaid 
dividends and distributions thereon, whether or not declared, to the date 
of such payment, plus an amount equal to the greater of (x) $100 per share 
or (y) an aggregate amount per share equal to the Formula Number then in 
effect times the aggregate amount to be distributed per share to holders of 
Common Shares, or (2) to the holders of stock ranking on a parity (either 
as to dividends or upon liquidation, dissolution or winding up) with the 
Series A Preferred Shares, except distributions made ratably on the Series 
A Preferred Shares and all other such parity stock in proportion to the 
total amounts to which the holders of all such shares are entitled upon 
such liquidation, dissolution or winding up.

(vi) Consolidation, Merger, etc.  In case the Corporation shall enter 
into any consolidation, merger, combination or other transaction in which 
the Common Shares are exchanged for or changed into other stock or 
securities, cash or any other property, then in any such case the then 
outstanding shares of Series A Preferred Shares shall at the same time be 
similarly exchanged or changed in an amount per share equal to the Formula 
Number then in effect times the aggregate amount of stock, securities, cash 
or any other property (payable in kind), as the case may be, into which or 
for which each Common Share is exchanged or changed.

(vii) Redemption; No Sinking Fund.

(a) the Series A Preferred Shares shall not be redeemable at the option 
of the Corporation except as set forth in this paragraph (vii). The 
outstanding Series A Preferred Shares may be redeemed at the option of the 
Board of Directors as a whole, but not in part, at any time at which, in 
the good faith determination of the Board of Directors no person 
beneficially owns more than 10% of the aggregate voting power represented 
by all the outstanding shares of capital stock of the Corporation generally 
entitled to vote in the election of Directors of the Corporation, at a cash 
price per share equal to (i) 125% of the product of the Formula Number 
times the Market Value (as such term is hereinafter defined) of the Common 
Shares, plus (ii) all dividends which on the redemption date have accrued 
on the shares to be redeemed and have not been paid or declared and a sum 
sufficient for the payment thereof set apart, without interest. The "Market 
Value" on any date shall be deemed to be the average of the daily closing 
prices, per share, of the Common Shares for the 30 consecutive Trading Days 
immediately prior to the date in question. The closing price for each 
Trading Day shall be the last sale price, regular way, or, in case no such 
sale take place on such Trading Day, the average of the closing bid and 
asked prices, regular way, in either case as reported in the principal 
consolidated transaction reporting system if the Common Shares are listed 
or admitted to trading on a national securities exchange or, if the Common 
Shares are not listed or admitted to trading on any national securities 
exchange, the last quoted price or, if not so quoted, the average of the 
high bid and low asked prices in the over-the-counter market, as reported 
by the National Association of Securities Dealers, Inc. Automated Quotation 
System or such other system then in use, or, if on any such Trading Day the 
Common Shares are not quoted by any such organization, the average of the 
closing bid and asked prices as furnished by a professional market maker 
making a market in the Common Shares selected by the Board of Directors of 
the Corporation. If on any such Trading Day no market maker is making a 
market in the Common Shares, the closing price of such Common Shares on 
such Trading Day shall be deemed to be the fair value of the Common Shares 
as determined in good faith by the Board of Directors of the Corporation. 
"Trading Day" shall mean a day on which the principal national securities 
exchange on which the Common Shares are listed or admitted to trading is 
open for the transaction of business or, if the Common Shares are not 
listed or admitted to trading on any national securities exchange, a 
Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which 
banking institutions in the Borough of Manhattan, The City of New York, are 
authorized or obligated by law or executive order to close;

(b) the shares of Series A Preferred Shares shall not be subject to or 
entitled to the operation of a retirement or sinking fund.

(viii) Ranking.  The Series A Preferred Shares shall rank equally and on 
a parity with all other series of Preferred Shares of the Corporation with 
respect to the payment of dividends and distribution of assets upon the 
liquidation, dissolution or winding up of the Corporation.

(ix) Fractional Shares.  The Series A Preferred Shares shall be issuable 
upon exercise of the Rights issued pursuant to the Rights Agreement in 
whole shares or in any fraction of a share that is one one-hundredth 
(1/100th) of a share or any integral multiple of such fraction which shall 
entitle the holder, in proportion to such holder's fractional shares, to 
receive dividends, exercise voting rights, participate in distributions and 
to have the benefit of all other rights of holders of Series A Preferred 
Shares. The Corporation, prior to the first issuance of a share or a 
fraction of a share of Series A Preferred Shares, may elect (1) to issue 
certificates evidencing such authorized fraction of a share of Series A 
Preferred Shares or (2) to issue depository receipts evidencing such 
authorized fraction of a share of Series A Preferred Shares pursuant to an 
appropriate agreement between the Corporation and a depository selected by 
the Corporation, provided that such agreement shall provide that the 
holders of such depository receipts shall have all the rights, privileges 
and preferences to which they are entitled as holders of the Series A 
Preferred Shares.

(x) Reacquired Shares.  Any Series A Preferred Shares purchased or 
otherwise acquired by the Corporation in any manner whatsoever shall be 
retired and cancelled promptly after the acquisition thereof. All such 
shares shall upon their cancellation become authorized but unissued shares 
of Preferred Shares, without designation as to series until such shares are 
once more designated as part of a particular series by resolution of the 
Board of Directors.

(xi) Amendment.  None of the powers, preferences and relative, 
participating, optional and other special rights of the Series A Preferred 
Shares as provided herein shall be amended in any manner which would alter 
or change the powers, preferences, rights or privileges of the holders of 
Series A Preferred Shares so as to affect them adversely without the 
affirmative vote of the holders of at least 66 2/3% of the outstanding 
Series A Preferred Shares, voting as a separate class; provided, however, 
that no such amendment approved by the holders of at least 66 2/3% of the 
outstanding Series A Preferred Shares shall be deemed to apply to the 
powers, preferences, rights or privileges of any holder of Series A 
Preferred Shares originally issued upon exercise of the Rights after the 
time of such approval without the approval of such holder.

FIFTH: No holder of shares of the Corporation of any class, now or 
hereafter authorized, shall have any preferential, preemptive or other 
right to subscribe for, purchase or receive any shares of the Corporation 
of any class, now or hereafter authorized, or any options or warrants for 
such shares, or any rights, to subscribe to or purchase such shares, or any 
securities convertible into or exchangeable for such shares, which may at 
any time be issued, sold or offered for sale by the Corporation other than 
as the Board of Directors in its discretion may from time to time determine 
on such terms and conditions as the Board of Directors may from time to 
time fix.

SIXTH: The Secretary of State is designated as agent of the Corporation 
upon whom process against it may be served. The mail post office address to 
which the Secretary of State shall mail a copy of any process against the 
Corporation served upon him or her is 114 West 47th Street, New York, New 
York 10036.

SEVENTH: The accounting period which the Corporation intends to establish 
as its first calendar or fiscal year for reporting the franchise tax 
imposed by Article Nine-A of the Tax Law of the State of New York is the 
period ending December 31, 1995.

EIGHTH: (A) Except as provided in paragraph (B), the affirmative vote, at 
a meeting of the shareholders of the Corporation, of (i) the holders of at 
least 80% of the combined voting power of the then outstanding Voting 
Shares (as hereinafter defined) of the Corporation and (ii) the holders of 
at least a majority of the combined voting power of the then outstanding 
Voting Shares of the Corporation held by Disinterested Shareholders (as 
hereinafter defined), in each case voting together as a single class, shall 
be required prior to and as a condition to the consummation of any Business 
Combination (as hereinafter defined). Such vote shall be in addition to any 
shareholder vote required without reference to this Article EIGHTH, and 
shall be required notwithstanding that no vote may otherwise be required, 
or that some lesser percentage may be specified, by law, by this 
certificate of incorporation, by the Corporation's bylaws or otherwise.

(B) The provisions of paragraph (A) shall not apply to a particular 
Business Combination, and such Business Combination shall require only such 
shareholder vote or approval (if any) as would be required without 
reference to this Article EIGHTH, if either (I) the Business Combination 
shall have been approved by a majority of the Continuing Directors (as 
hereinafter defined), whether such approval is given before or after the 
transaction in which the Interested Shareholder (as hereinafter defined) 
became an Interested Shareholder, or (II) all the conditions set forth in 
subparagraphs (1) through (5) below are satisfied.

(1) The transaction constituting the Business Combination shall provide 
that the holders of Common Shares shall receive a consideration in exchange 
for their Common Shares, and the aggregate amount of cash and the Fair 
Market Value (as hereinafter defined) as of the date of the consummation of 
the Business Combination of consideration other than cash to be received 
per share by holders of Common Shares in such Business Combination shall be 
at least equal to the highest of the following:

(a) (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid in order to 
acquire any Common Shares of which the Interested Shareholder is the 
Beneficial Owner (as hereinafter defined) which were acquired (i) within 
the two-year period immediately prior to the date of the first public 
announcement of the proposed Business Combination (the "Announcement Date") 
or (ii) in the transaction in which the Interested Shareholder became an 
Interested Shareholder, whichever is higher;

(b) the Fair Market Value per Common Share on the Announcement Date or on 
the date on which the Interested Shareholder became an Interested 
Shareholder, whichever is higher; and

(c) (if applicable) the price per share equal to the Fair Market Value 
per Common Share determined pursuant to clause (b) immediately preceding 
multiplied by the ratio of (i) the highest per share price (including any 
brokerage commissions, transfer taxes and soliciting dealers' fees) paid in 
order to acquire any Common Shares of which the Interested Shareholder is 
the Beneficial Owner which were acquired within the two-year period 
immediately prior to the Announcement Date to (ii) the Fair Market Value 
per Common Share on the first day in such two-year period on which the 
Interested Shareholder was the Beneficial Owner of any Common Shares.

(2) If the transaction constituting the Business Combination shall 
provide that the holders of any class of outstanding Voting Shares other 
than Common Shares shall receive a consideration in exchange for their 
shares, the aggregate amount of cash and the Fair Market Value as of the 
date of the consummation of the Business Combination of consideration other 
than cash to be received per share by holders of such Voting Shares shall 
be at least equal to the highest of the following (it being intended that 
the requirements of this subparagraph (B)(2) shall be met with respect to 
every class of outstanding Voting Shares other than Common Shares, whether 
or not the Interested Shareholder is the Beneficial Owner of any shares of 
a particular class of such Voting Shares):

(a) (if applicable) the highest per share price (including any brokerage 
commissions, transfer taxes and soliciting dealers' fees) paid in order to 
acquire any shares of such class of Voting Shares of which the Interested 
Shareholder is the Beneficial Owner which were acquired (i) within the two-
year period immediately prior to the Announcement Date or (ii) in the 
transaction in which the Interested Shareholder became an Interested 
Shareholder, whichever is higher;

(b) (if applicable) the highest preferential amount per share to which 
the holders of shares of such class of Voting Shares are entitled in the 
event of any voluntary or involuntary liquidation, dissolution or winding 
up of the Corporation;

(c) the Fair Market Value per share of such class of Voting Shares on the 
Announcement Date or on the date on which the Interested Shareholder became 
an Interested Shareholder, whichever is higher; and

(d) (if applicable) the price per share equal to the Fair Market Value 
per share of such class of Voting Shares determined pursuant to clause (c) 
immediately preceding multiplied by the ratio of (i) the highest per share 
price (including any brokerage commissions, transfer taxes and soliciting 
dealers' fees) paid in order to acquire any shares of such class of Voting 
Shares of which the Interested Shareholder is the Beneficial Owner which 
were acquired within the two-year period immediately prior to the 
Announcement Date to (ii) the Fair Market Value per share of such class of 
Voting Shares on the first day in such two-year period on which the 
Interested Shareholder was the Beneficial Owner of any shares of such class 
of Voting Shares.

(3) The consideration to be received in such Business Combination by 
holders of a particular class of outstanding Voting Shares (including 
Common Shares) shall be in cash or in the same form as was previously paid 
in order to acquire shares of such class of Voting Shares of which the 
Interested Shareholder is the Beneficial Owner and, if the Interested 
Shareholder is the Beneficial Owner of shares of any class of Voting Shares 
which were acquired with varying forms of consideration, the form of 
consideration to be received by holders of such class of Voting Shares 
shall be either cash or the form used to acquire the largest number of 
shares of such class of Voting Shares of which the Interested Shareholder 
is the Beneficial Owner.

(4) After such Interested Shareholder became an Interested Shareholder 
and prior to the consummation of such Business Combination, (a) such 
Interested Shareholder shall not have received the benefit, directly or 
indirectly (except proportionately as a shareholder), of any loans, 
advances, guarantees, pledges or other financial assistance or tax credits 
provided by the Corporation or any Subsidiary (as hereinafter defined), or 
made any major change in the Corporation's business or equity capital 
structure or entered into any contract, arrangement or understanding with 
the Corporation, except any such change, contract, arrangement or 
understanding as may have been approved by a majority of the Continuing 
Directors, (b) except as approved by a majority of the Continuing 
Directors, there shall have been no failure to declare and pay at the 
regular date therefor any full quarterly dividend (whether or not 
cumulative) on any outstanding Preferred Shares or other shares of the 
Corporation entitled to a preference over Common Shares as to dividends or 
upon liquidation; (c) there shall have been (i) no reduction in the annual 
rate of dividends paid on the Common Shares (except as necessary to reflect 
any subdivision of the Common Shares), unless approved by a majority of the 
Continuing Directors, and (ii) an increase in such annual rate of dividends 
(as necessary to prevent any such reduction) in the event of any 
reclassification (including any reverse stock split), recapitalization, 
reorganization or similar transaction which has the effect of reducing the 
number of outstanding Common Shares, unless the failure so to increase such 
annual rate is approved by a majority of the Continuing Directors; (d) such 
Interested Shareholder shall not have become the Beneficial Owner of any 
additional Voting Shares subsequent to the transaction in which it became 
an Interested Shareholder; and (e) there shall have always been at least 
three Continuing Directors on the Board of Directors of the Corporation.

(5) Whether or not required by law, a proxy or information statement 
complying with the requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") shall have been mailed to all holders of 
Voting Shares for the purpose of soliciting shareholder approval of such 
Business Combination at least 30 days prior to the consummation thereof. 
Such proxy or information statement shall contain at the front thereof, in 
a prominent place, any recommendations as to the advisability (or 
inadvisability) of the Business Combination which the Continuing Directors, 
or any of them, may have furnished to the Corporation in writing and, if 
deemed advisable by a majority of the Continuing Directors, an opinion of a 
reputable investment banking firm as to the fairness (or lack of fairness) 
of the terms of such Business Combination from the point of view of the 
Disinterested Shareholders (such investment banking firm to be selected by 
a majority of the Continuing Directors, to be furnished with all 
information it reasonably requests and to be paid a reasonable fee by the 
Corporation for its services following the receipt by the Corporation of 
such opinion).

(C) For the purposes of this Article EIGHTH:

(1) The term "Business Combination" means (i) any sale, lease, exchange, 
mortgage, pledge, transfer or other disposition to or with an Interested 
Shareholder (in a single transaction or a series of related transactions) 
of all or a Substantial Part (as hereinafter defined) of the assets of the 
Corporation (including without limitation any securities of a Subsidiary) 
or all or a Substantial Part of the assets of a Subsidiary; (ii) any sale, 
lease, exchange, mortgage, pledge, transfer or other disposition to or with 
the Corporation or to or with a Subsidiary (in a single transaction or a 
series of related transactions) of all or a Substantial Part of the assets 
of an Interested Shareholder; (iii) any merger or consolidation of the 
Corporation or any Subsidiary into or with an Interested Shareholder or 
into or with another Corporation or company which, after such merger or 
consolidation, would be an Affiliate (as hereinafter defined) of an 
Interested Shareholder, in each case irrespective of which Corporation or 
company is the surviving entity in such merger or consolidation; (iv) the 
issuance or transfer of any securities of the Corporation or a Subsidiary 
by the Corporation or a Subsidiary to an Interested Shareholder, with the 
exception of securities which, when aggregated with all such securities so 
issued or transferred within the preceding five years to such Interested 
Shareholder and the Affiliates and Associates (as hereinafter defined) of 
such Interested Shareholder, or any of them, have a Fair Market Value of 
less than $13 million, determined in each case as of the time of each 
issuance or transfer in question and with the exception of an issuance of 
securities upon conversion of convertible securities of the Corporation or 
of a Subsidiary which were not acquired by the Interested Shareholder (or 
any such Affiliate or Associate) from the Corporation or any Subsidiary; 
(v) any reclassification of securities (including any reverse stock split 
or consolidation of shares), recapitalization, reorganization, merger or 
consolidation of the Corporation with any of its Subsidiaries, or any 
similar transaction (whether or not with or into or otherwise involving an 
Interested Shareholder) which has the effect, directly or indirectly, of 
increasing the proportionate amount of the outstanding shares or amount of 
any class of equity security of the Corporation or any Subsidiary which is 
directly or indirectly owned by any Interested Shareholder; (vi) any merger 
of the Corporation into a Subsidiary, or any consolidation between the 
Corporation and a Subsidiary, unless the surviving or consolidated 
corporation or company, as the case may be, has a provision in its 
certificate of incorporation identical or substantially similar to this 
Article EIGHTH; (vii) the adoption of any plan or proposal for the 
liquidation or dissolution of the Corporation proposed by or on behalf of 
any Interested Shareholder or any Affiliate or Associate of any Interested 
Shareholder; or (viii) any agreement, contract or other arrangement 
providing for any of the transactions hereinabove described in this 
definition of Business Combination.

(2) "Interested Shareholder" at any particular time means, with respect 
to any Business Combination, any Person (as hereinafter defined) (other 
than the Corporation or any Subsidiary) who or which (i) is the Beneficial 
Owner of 10% or more of the outstanding Voting Shares, (ii) is an Affiliate 
of the Corporation and at any time within the preceding five years was the 
Beneficial Owner of 10% or more of the then outstanding Voting Shares or 
(iii) is at such time an assignee of or has otherwise succeeded to the 
beneficial ownership of any Voting Shares of which any Interested 
Shareholder was the Beneficial Owner at any time within the two-year period 
immediately prior to the date in question, if such assignment or succession 
shall have occurred in the course of a transaction or series of related 
transactions not involving any public offering within the meaning of the 
Securities Act of 1933, as amended (the "Securities Act"). "Person" means 
any individual, firm, corporation, company or other entity.

(3) A Person shall be considered the "Beneficial Owner" of any Voting 
Shares (i) which are owned beneficially (whether or not owned of record) by 
such Person or by any Affiliate or Associate of such Person, (ii) which 
such Person or any Affiliate or Associate of such Person has (a) the right 
to acquire (whether such right is exercisable immediately or only after the 
passage of time) pursuant to any agreement, arrangement or understanding or 
upon the exercise of conversion rights, exchange rights, warrants or 
options, or otherwise, or (b) the right to vote pursuant to any agreement, 
arrangement or understanding, or (iii) which are owned beneficially 
(whether or not owned of record) by any other Person with which such first-
mentioned Person or any of its Affiliates or Associates has any agreement, 
arrangement or understanding with respect to acquiring, holding, voting or 
disposing of any Voting Shares or acquiring, holding or disposing of all or 
a Substantial Part of the assets of the Corporation or a Subsidiary. For 
the purpose only of determining whether a Person is the Beneficial Owner of 
10% or more of the outstanding Voting Shares, such outstanding shares shall 
be deemed to include any Voting Shares which may be issuable pursuant to 
any agreement, arrangement or understanding or upon the exercise of 
conversion rights, exchange rights, warrants, options or otherwise and of 
which such Person is deemed to be the Beneficial Owner pursuant to the 
foregoing provisions of this subparagraph (3). In addition to such 
provisions, for all purposes of this Article EIGHTH, a Person shall be 
deemed to be the Beneficial Owner of Voting Shares if such Person is deemed 
the beneficial owner thereof pursuant to Rule 13d-3 under the Exchange Act.

(4) For the purpose of determining whether a Person is an Interested 
Shareholder pursuant to subparagraph (2) of this paragraph (C), the number 
of Voting Shares deemed to be outstanding shall include shares of which the 
Interested Shareholder is deemed the Beneficial Owner through application 
of subparagraph (3) of this paragraph (C) but shall not include any other 
Voting Shares which may be issuable pursuant to any agreement, arrangement 
or understanding, or upon the exercise of conversion rights, exchange 
rights, warrants or options, or otherwise.

(5) "Disinterested Shareholder" means a shareholder of the Corporation 
who is not an Interested Shareholder or an Affiliate or an Associate of an 
Interested Shareholder.

(6) The term "Voting Shares" means shares of the Corporation entitled to 
vote generally in the election of directors, considered for the purposes of 
this Article EIGHTH as one class.

(7) The term "Substantial Part" as used with reference to the assets of 
the Corporation, of any Subsidiary or of any Interested Shareholder means 
assets having a value of more than 5% of the total consolidated assets of 
the Corporation and its Subsidiaries as of the end of the Corporation's 
most recent fiscal year ended prior to the time the determination is being 
made.

(8) For purposes of paragraph (B) of this Article EIGHTH, in the event of 
a Business Combination upon consummation of which the Corporation would be 
the surviving corporation or company or would continue to exist (unless it 
is provided, contemplated or intended that as part of such Business 
Combination or within one year after consummation thereof a plan of 
liquidation or dissolution of the Corporation will be adopted or effected), 
the term "consideration other than cash to be received" shall include 
(without limitation) Common Shares of the Corporation retained by 
shareholders of the Corporation other than Interested Shareholders who are 
parties to such Business Combination.

(9) "Continuing Director" means a member of the Board of Directors of the 
Corporation who is not an Affiliate or an Associate of an Interested 
Shareholder and not a representative or nominee of an Interested 
Shareholder and who either (i) was first elected as a director prior to the 
date as of which an Interested Shareholder who or which proposes to enter 
into or be a party to or involved in a Business Combination became an 
Interested Shareholder or (ii) was designated (before his initial election 
as a director) as a continuing Director by a majority of the then 
Continuing Directors.

(10) "Affiliate" means a Person who directly, or indirectly through one 
or more intermediaries, controls, or is controlled by, or is under common 
control with, another Person and in addition means any "affiliate" as that 
term is defined in Rule 12b-2 under the Exchange Act (the term "registrant" 
in such Rule 12b-2 meaning in this case the Corporation).

(11) "Associate" means (i) any corporation, company or organization of 
which a Person is an officer or partner or is, directly or indirectly, the 
Beneficial Owner of 5% or more of any class (or series thereof) of equity 
securities, (ii) any trust or other estate in which a Person has a 5% or 
larger beneficial interest of any nature or as to which a Person serves as 
trustee or in a similar fiduciary capacity, (iii) any spouse of a Person, 
(iv) any relative of a Person, or any relative of a spouse of a Person, who 
has the same residence as such Person or spouse, and (v) any "associate" as 
that term is defined in such Rule 12b-2 (the term "registrant" in such Rule 
12b-2 meaning in this case the Corporation).

(12) "Subsidiary" means any corporation or company of which a majority of 
any class (or series thereof) of equity security (as defined in Rule 3a11-1 
under the Exchange Act) is owned, directly, or indirectly, by the 
Corporation; provided, however, that for the purposes of the definition of 
Interested Shareholder set forth in subparagraph (2) of this paragraph (C), 
the term "Subsidiary" shall mean only a corporation or company of which a 
majority of each class (or series thereof) of equity security is owned, 
directly or indirectly, by the Corporation.

(13) "Fair Market Value" means: (1) in the case of shares, the highest 
closing sale price during the 30-day period immediately preceding the date 
in question of a share on the Composite Tape for New York Stock Exchange 
Listed Stocks, or, if such class of shares is not quoted on the Composite 
Tape, on the New York Stock Exchange, or if such class is not listed on 
such Exchange, on the principal United States securities exchange 
registered under the Exchange Act on which such stock is listed, or, if 
such stock is not listed on any such exchange, the highest closing sale 
price (or highest closing bid quotation if such closing sale price is not 
reported) with respect to such shares during the 30-day period preceding 
the date in question on the National Association of Securities Dealers, 
Inc. Automated Quotation System or any system then in use, or if no such 
quotations are available, the fair market value on the date in question of 
a share as determined by a majority of the Continuing Directors in good 
faith; and (2) in the case of property other than cash or shares, the fair 
market value of such property on the date in question as determined by a 
majority of the Continuing Directors in good faith.

(14) As used in the definition of Business Combination, a "series of 
related transactions" shall be deemed to include not only a series of 
transactions with the same Interested Shareholder but also a series of 
separate transactions with an Interested Shareholder and any Affiliate or 
Associate of such Interested Shareholder.

(15) An Interested Shareholder shall be deemed to have acquired a share 
of the Corporation at the time when such Interested Shareholder became the 
Beneficial Owner thereof. With respect to shares owned by Affiliates, 
Associates or other Persons whose ownership is attributed to an Interested 
Shareholder under the foregoing definition of Beneficial Owner, if the 
price paid by such Interested Shareholder for such shares is not 
determinable, the price so paid shall be deemed to be the higher of (a) the 
price paid upon acquisition thereof by the Affiliate, Associate or other 
Person or (b) the market price of the shares in question at the time when 
the Interested Shareholder became the Beneficial Owner thereof.

(D) A majority of the Continuing Directors shall have the power to 
determine for the purposes of this Article EIGHTH, on the basis of 
information known to them, (i) whether a Person is an Interested 
Shareholder, (ii) the number of Voting Shares of which any Person is the 
Beneficial Owner, (iii) whether a Person is an Affiliate or Associate of 
another, (iv) whether a Person has an agreement, arrangement or 
understanding with another as to the matters referred to in subparagraph 
(3) of paragraph (C), (v) whether the assets subject to any Business 
Combination constitute a "Substantial Part" as hereinabove defined, (vi) 
whether two or more transactions constitute a "series of related 
transactions" as hereinabove defined and (vii) any matters referred to in 
subparagraph (15) of paragraph (C). Any such determination made in good 
faith shall be binding and conclusive on all parties.

(E) Any amendment, change or repeal of this Article EIGHTH, or any other 
amendment of this certificate of incorporation which would have the effect 
of modifying or permitting circumvention of this Article EIGHTH, shall 
require the affirmative vote, at a meeting of shareholders of the 
Corporation, of (i) the holders of at least 80% of the combined voting 
power of the then outstanding Voting Shares and (ii) the holders of at 
least a majority of the combined voting power of the then outstanding 
Voting Shares held by Disinterested Shareholders, in each case voting 
together as a single class; provided, however, that this paragraph (E) 
shall not apply to, and such 80% vote and such majority vote shall not be 
required for, any such amendment, change or repeal recommended to 
shareholders by a majority of the Continuing Directors and any such 
amendment, change or repeal so recommended shall require only the vote, if 
any, required under the applicable provisions of the New York Business 
Corporation Law. For purposes of this paragraph (E) only, if at the time 
when any such amendment, change or repeal is under consideration there is 
no proposed Business Combination (in which event clause (i) of the 
definition of Continuing Director in subparagraph (C)(9) above would be 
inapplicable), the "Continuing Directors" shall be deemed to be those 
persons who were members of the Board of Directors of the Corporation at 
the time when the amendment of this certificate of incorporation to add 
this Article EIGHTH was approved by shareholders plus those persons who are 
Continuing Directors pursuant to clause (ii) of subparagraph (C)(9).

(F) Nothing contained in this Article EIGHTH shall be construed to 
relieve any Interested Shareholder from any fiduciary obligation imposed by 
law.

(G) The fact that any Business Combination complies with the provisions 
of this Article EIGHTH shall not be construed to impose any fiduciary 
obligation on the Board of Directors, or any member thereof, to approve 
such Business Combination or to recommend its adoption or approval by the 
shareholders of the Corporation.

NINTH: No director of the Corporation shall be personally liable to the 
Corporation or its shareholders or any of them for damages for any breach 
of duty in such capacity, except as may otherwise be required by applicable 
law. Any repeal or modification of this Article NINTH shall not adversely 
affect any right or protection of a director of the Corporation with 
respect to any act or omission occurring prior to, or at the time of, such 
repeal or modification.

5. This Restated Certificate of Incorporation and the amendments set 
forth herein have been duly authorized by the Board of Directors by 
unanimous written consent, followed by the unanimous written consent of the 
shareholders of the Corporation pursuant to Sections 708(b) and 615(a), 
respectively, of the Business Corporation Law.

IN WITNESS WHEREOF, the undersigned have executed this Restated 
Certificate of Incorporation on this  29th day of  August, 1995 and 
affirmed that the statements made herein are true under penalties of 
perjury.

	/s/H. Marshall Schwarz
	H. Marshall Schwarz
		Chairman of the Board	

	/s/Carol A. Strickland
	Carol A. Strickland
	Secretary
E X H I B I T   5
INTERNAL REVENUE SERVICE                DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202

Date: July 27, 1995                   Employer Identification Number:
                                           13-5459866

UNITED STATES TRUST COMPANY OF        File Folder Number:
  NEW YORK                                 133000702
C/O JEROME J. COHEN                   Person to Contact:
CARTER, LEDYARD & MILBURN                 LOW-SHU WONG
2 WALL STREET                         Contact Telephone Number
NEW YORK, NY 10005                        (718) 488-2425
                                      Plan Name:
                                          401(K) PLAN & ESOP OF UNITED
                                          STATES TRUST COMPANY OF NEW YORK
                                          Plan Number: 001

Dear Applicant:

    We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanentrecords.

    Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.

    The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

    This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

    This determination is subject to your adoption of the
proposed amendments submitted in your letter dated March 24,
1995.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).
UNITED STATES TRUST COMPANY OF NEW YORK

    This determination is also subject to your adoption of the
proposed amendments submitted in your letter(s) dated June 28,
1995.  These proposed amendments should also be adopted on or
before the date prescribed by the regulations under Code section
401(b).

    This determination letter is applicable for the amendment(s)
adopted on October 25, 1994.

    This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.

    At your request, this determination letter does not express
an opinion, and may not be relied on with respect to, whether the
nondiscrimination in amount requirement of Section
1.401(a)(4)-1(b)(2) of the regulations has been
satisfied.

    This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

    This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights, and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

    This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended in
the Uruguay Round Agreements Act, Pub. L. 103-465.

    We have sent a copy of this letter to your representative as
indicated in the power of attorney.
UNITED STATES TRUST COMPANY OF NEW YORK

    If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                             Sincerely yours,

                          /s/Herbert J. Huff
                             Herbert J. Huff
                             District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
 for Employee Benefit Plans

                                               Letter 835 (DO/OG)
E X H I B I T   23
Exhibit 23

                CONSENT OF INDEPENDENT ACCOUNTANTS

    We consent to the incorporation by reference, in this
Registration Statement on Form S-8 of U.S. Trust Corporation,
formerly New USTC Holdings Corporation ("New U.S. Trust"), 
pertaining to the 401(k) Plan and ESOP of United States Trust
Company of New York and Affiliated Companies (the "Plan"), of our
report dated February 14, 1995, which includes an explanatory
paragraph regarding the adoption of new accounting standards for
income taxes and postretirement benefits other than pensions, on
our audits of the consolidated financial statements of U.S. Trust
Corporation (the former parent of New U.S. Trust) and Subsidiaries
as of December 31, 1994 and 1993, and for the years ended December
31, 1994, 1993 and 1992, which report is included in the Quarterly
Report on Form 10-Q of New U.S. Trust for the quarter ended June
30, 1995.  We also consent to the incorporation by reference in
this Registration Statement of our report dated April 25, 1995, on
our audits of the financial statements of the Plan as of December
31, 1994 and 1993, and for the years then ended, which report is
included in the Annual Report on Form 11-K of the Plan for the
fiscal year ended December 31, 1994.

                                  Coopers & Lybrand L.L.P.

New York, New York
September 2, 1995