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

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) or (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             U.S. TRUST CORPORATION
                             ----------------------
             (Exact name of registrant as specified in its charter)


            New York                                         13-3818952        
            --------                                         ----------        
(State of incorporation or organization)                    (IRS Employer
                                                         Identification No.)


        114 West 47th Street
         New York, New York                                   10036-1532
         ------------------                                   ----------
(Address of principal executive offices)                      (Zip Code)

     Securities to be registered pursuant to Section 12(b) of the Act:


                                                 Name of each exchange on which
Title of each class to be so registered           each class is to be registered
- ---------------------------------------           ------------------------------
Rights to Purchase Series A                      New York Stock Exchange
   Participating Cumulative
   Preferred Shares

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. |X|

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box. |_|

     Securities  Act  registration  statement  file  number  to which  this form
relates: Not applicable

     Securities to be registered pursuant to Section 12(g) of the Act: None





                                        





Item 1. Description of Registrant's Securities to be Registered.

The Rights Agreement

     On August 29, 1995,  the Board of Directors  of the  Registrant  declared a
dividend of one Right to Purchase  Series A Participating  Cumulative  Preferred
Shares (a "Right") for each outstanding  Common Share, par value $1.00 per share
of the Registrant (a "Common Share"), pursuant to a Rights Agreement dated as of
September 1, 1995 (the "Rights  Agreement"),  between the  Registrant  and First
Chicago Trust Company of New York, as Rights Agent.  Such dividend was issued to
the holders of record of Common Shares outstanding on September 1, 1995, and the
Rights have been and will be issued  with  respect to all Common  Shares  issued
thereafter  until the  Distribution  Date (as  defined  below)  and,  in certain
circumstances, with respect to Common Shares issued after the Distribution Date.
Each Right, when it becomes  exercisable,  will entitle the registered holder to
purchase  from  the  Registrant  one  two-hundredth  (1/200th)  of  a  Series  A
Participating  Cumulative  Preferred  Share (a "Series A Preferred  Share") at a
price of $75, as adjusted to reflect a two-for-one split of the Common Shares in
February 1997 (the "Stock  Split") and subject to further  adjustment in certain
events as described below.  Until the Distribution Date, the Rights (i) will not
be  exercisable,  (ii) will be evidenced by the  certificates  for Common Shares
registered  in the  names  of the  holders  thereof  and not by  separate  Right
Certificates,  and (iii) will be transferable  with and only with Common Shares,
and one Right will be associated  with each Common Share,  subject to adjustment
in certain events.  The Rights will expire on September 1, 2005 (the "Expiration
Date"), unless earlier redeemed by the Registrant, as described below.

     The  "Distribution  Date" is defined as the date of the earlier to occur of
(i) a "Triggering Event," which shall occur if any person (other than the 401(k)
Plan  and ESOP of  United  States  Trust  Company  of New  York  and  Affiliated
Companies)  or group  (including  any  affiliate  or associate of such person or
group) (collectively,  an "Acquiring Person") shall acquire, or obtain the right
to  acquire,  beneficial  ownership  of 20% or more of the  Common  Shares  then
outstanding,  and (ii) with respect to the potential  acquisition  by any person
(other than the 401(k) Plan and ESOP of United  States Trust Company of New York
and  Affiliated  Companies)  of  beneficial  ownership  of  25% or  more  of the
outstanding  Common Shares,  the tenth calendar day after the date of (x) notice
of approval  under the Bank Holding  Company Act of 1956,  as amended (12 U.S.C.
ss.1841 et seq.), (y) notice of nondisapproval  under the Change in Bank Control
Act  (12  U.S.C.  ss.1817(j)),  or (z)  the  expiration,  without  a  notice  of
disapproval  having been  issued,  of the prior  notification  period  under the
Change in Bank Control Act with respect to a notification thereunder.

     The Rights  Agreement  provides that, as soon as practicable  following the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the close of  business  on the  Distribution  Date (and to each  initial  record
holder of certain Common Shares originally issued after the Distribution  Date),
and such separate Right Certificates alone will thereafter evidence the Rights.




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     The number of Series A Preferred Shares or other  securities  issuable upon
exercise of a Right is subject to  adjustment  from time to time in the event of
(i) the declaration of a stock dividend  payable in Series A Preferred Shares or
a subdivision, combination or reclassification of the Series A Preferred Shares,
(ii) the  issuance of certain  rights,  options or warrants to holders of Common
Shares or  Equivalent  Shares (as defined in the Rights  Agreement) to subscribe
for or purchase  Common  Shares or  Equivalent  Shares at a price per share less
than the then-current  market value of such Common Shares or Equivalent  Shares,
or (iii) the  distribution  to holders of Common Shares or Equivalent  Shares of
cash (excluding  regular periodic cash dividends at a rate not in excess of 125%
of the rate of the last regular cash dividend  theretofore paid) or evidences of
indebtedness,  assets or securities or subscription rights,  options or warrants
(other  than those  referred  to above).  The  Purchase  Price and the number of
Series A Preferred  Shares or other  securities  issuable  upon  exercise of the
Rights  are  subject  to  adjustment  from  time  to time  in the  event  of the
declaration of a stock dividend on the Common Shares payable in Common Shares or
a subdivision  or  combination  of the Common  Shares prior to the  Distribution
Date.  In the event of a  combination  of the  outstanding  Common Shares into a
smaller  number of Common Shares prior to the  Distribution  Date, the number of
Rights  associated with each  outstanding  Common Share will be  proportionately
reduced.

     The Series A  Preferred  Shares are  authorized  to be issued in  fractions
which are in integral  multiples  of one  one-hundredth  (1/100th) of a Series A
Preferred  Share. The Registrant may, but is not required to, issue fractions of
shares upon the exercise of Rights. In lieu of fractional shares, the Registrant
may issue  certificates  or utilize a depository  arrangement as provided by the
terms of the Series A Preferred  Shares and, in the case of fractions other than
one one-hundredth  (1/100th) of a Series A Preferred Share or integral multiples
thereof, may make a cash payment based on the market price of such shares.

     In the event that the  Registrant is acquired in a merger or other business
combination, or 50% or more of its assets, or assets representing 50% or more of
its earning power, are sold, leased,  exchanged or otherwise transferred (in one
or more transactions) to a publicly-traded  corporation,  each Right, other than
Rights  beneficially  owned by an Acquiring  Person (which Rights will be void),
will entitle its holder to purchase for the Purchase Price that number of common
shares of such  corporation  which at the time of the  transaction  would have a
market value of twice the Purchase  Price.  In the event that the  Registrant is
acquired  in a  merger  or  other  business  combination,  or 50% or more of its
assets,  or  assets  representing  50% or  more  of  the  earning  power  of the
Registrant, are sold, leased, exchanged or otherwise transferred (in one or more
transactions)  to an  entity  that is not a  publicly-traded  corporation,  each
Right, other than Rights beneficially owned by an Acquiring Person (which Rights
will be void),  will entitle its holder to purchase for the Purchase  Price,  at
such  holder's  option,  (i) that  number of shares of such  entity (or, at such
holder's option, of the surviving  corporation in such acquisition,  which could
be the Registrant)  which at the time of the transaction would have a book value
of twice the Purchase  Price,  or (ii) if such entity has an affiliate which has
publicly-traded  common  shares,  that number of common shares of such affiliate
which at the time of the  transaction  would  have a market  value of twice  the
Purchase Price.




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     In the event that any person becomes an Acquiring Person,  each holder of a
Right, other than Rights beneficially owned by an Acquiring Person (which Rights
will be void),  will thereafter have the right,  upon exercise,  to purchase for
the Purchase  Price that number of one  two-hundredths  (1/200ths) of a Series A
Preferred  Share equal in number to the number of Common  Shares  having a value
equal to two times the Purchase Price of the Right.

     In the event that any Acquiring Person or any affiliate or associate of any
Acquiring  Person  merges  or  otherwise  combines  with  the  Registrant  in  a
transaction in which the Registrant is the surviving  corporation and all of the
Common Shares remain  outstanding and unchanged,  each holder of a Right,  other
than Rights  beneficially  owned by an Acquiring  Person  (which  Rights will be
void),  will  thereafter  have the right to acquire,  upon  exercise,  shares of
common  stock of the  acquiring  company  having a value  equal to two times the
Purchase Price of the Right.

     In addition, the Registrant's Board of Directors, may, at its option, after
such time as there is an  Acquiring  Person,  and provided  that such  Acquiring
Person  is not the  beneficial  owner of 50% or more of the  outstanding  Common
Shares, exchange all or part of the Rights, other than Rights beneficially owned
by such Acquiring  Person (which rights will be void), for such number of Common
Shares equal to the aggregate market value on the date of such exchange equal to
the Purchase Price.

     The Registrant's Board of Directors may redeem the Rights in whole, but not
in part, at any time for cash or other  consideration  deemed appropriate by the
Registrant's  Board, at $0.005 per Right, as adjusted to reflect the Stock Split
in  February  1997 and  subject to further  adjustment  in certain  events  (the
"Redemption Price"), provided that upon the earlier of the date of (i) notice of
approval under the Bank Holding Company Act, (ii) notice of nondisapproval under
the Change in Bank  Control  Act, or (iii) the  expiration,  without a notice of
disapproval  having been  issued,  of the prior  notification  period  under the
Change in Bank Control  Act, in each case for any person or group of  affiliated
or  associated  persons to acquire  beneficial  ownership  of 25% or more of the
outstanding  Common  Shares,  and  thereafter  until  the  earlier  of  (A)  the
occurrence of a Triggering  Event and (B) the Expiration Date, the Rights may be
redeemed only if (1) there are disinterested directors (as defined in the Rights
Agreement) then in office, and (2) the Board of Directors,  with the concurrence
of a majority of the  disinterested  directors then in office,  determines  that
such redemption is, in their  judgment,  in the best interests of the Registrant
and its shareholders.

     Immediately  upon  the  action  of the  Board  of  Directors  ordering  the
redemption of the Rights, the Registrant will make an announcement  thereof, and
upon such order,  the right to exercise the Rights will  terminate  and the only
right of the holders of Rights will be to receive the Redemption Price.

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Registrant,  including,  without limitation,  the
right to vote or to receive dividends.




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     At any time prior to the Distribution Date, the Registrant may, without the
approval of any holder of the Rights,  supplement  or amend any provision of the
Rights  Agreement  (including  the date on which  the  Distribution  Date  shall
occur),  except that no supplement or amendment  shall be made which reduces the
Redemption Price or provides for an earlier  Expiration Date. From and after the
Distribution Date and subject to applicable law, the Registrant may, without the
approval of any holder of the Rights, amend the Rights Agreement (i) to cure any
ambiguity or to correct or supplement any provision  contained therein which may
be defective or inconsistent  with any other provision of the Rights  Agreement,
or (ii) to make any other provisions which the Registrant may deem necessary and
desirable and which shall not  adversely  affect the interests of the holders of
Right Certificates  (other than an Acquiring Person or an affiliate or associate
of an Acquiring  Person).  However,  upon (i) notice of approval  under the Bank
Holding  Company  Act,  (ii) notice of  nondisapproval  under the Change in Bank
Control Act, or (iii) the  expiration,  without a notice of  disapproval  having
been issued, of the prior  notification  period under the Change in Bank Control
Act, in each case for any person or group of affiliated or associated persons to
acquire  beneficial  ownership of 25% or more of the outstanding  Common Shares,
the Rights  Agreement may be  supplemented  or amended only if the  Registrant's
Board  of  Directors,  with  the  concurrence  of a  majority  of  disinterested
directors, determines that such supplement or amendment is in the best interests
of the Registrant and its shareholders.

     The Rights  have  certain  anti-takeover  effects.  The  Rights  will cause
substantial  dilution  to a  person  or  group  that  attempts  to  acquire  the
Registrant in a manner which causes the Rights to become  discount Rights unless
the offer is conditioned on a substantial number of Rights being acquired.

Series A Preferred Shares

     The  Registrant  is  authorized  to issue  Series  A  Preferred  Shares  in
connection  with the Rights  issued under the Rights  Agreement.  The holders of
Series A Preferred  Shares will be entitled to all the rights and privileges set
forth in the  Registrant's  Certificate of  Incorporation,  certain  features of
which are described below.

     The  holders of Series A  Preferred  Shares will be entitled to receive (i)
quarterly  cumulative  dividends  in an  amount  per  share  equal  to $25  less
dividends  received  pursuant  to the  following  clause  (ii),  and  (ii)  cash
dividends on each payment date for cash  dividends on Common Shares in an amount
per share equal to the Formula  Number (as defined  below) then in effect  times
the per share amount of all cash dividends then to be paid on each Common Share.

     The current  Formula  Number is 200, as adjusted to reflect the Stock Split
in February  1997. In the event that the  Registrant  declares a dividend on the
Common Shares payable in Common Shares, or effects the subdivision,  combination
or   reclassification   of  the   outstanding   Common  Shares   (including  any
reclassification  in  connection  with a merger in which the  Registrant  is the
surviving  corporation),  the  Formula  Number  will be  appropriately  adjusted
further.  In the event of a consolidation,  merger or other transaction in which
the Common Shares are exchanged for or



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converted  into  other  securities,  cash or any other  property,  the  Series A
Preferred Shares will be similarly exchanged or converted in an amount per share
equal to the  Formula  Number  then in  effect  times  the  amount  per share of
securities,  cash or other property into which each Common Share is exchanged or
converted.

     Holders  of Series A  Preferred  Shares  will be  entitled  to vote on each
matter on which holders of Common Shares will be entitled to vote, and will have
the number of votes equal to the Formula Number then in effect for each Series A
Preferred  Share held.  Holders of Series A Preferred  Shares will have  certain
special  voting rights in the election of directors  when the  equivalent of six
quarterly   dividends   are  in  default.   Whenever   quarterly   dividends  or
distributions  on Series A  Preferred  Shares are in arrears,  the  Registrant's
right to declare or pay  dividends or other  distributions  on, and to redeem or
purchase any shares ranking junior to or on a parity with the Series A Preferred
Shares, will be subject to certain restrictions.

     Upon any liquidation,  dissolution or winding up of the Registrant, whether
voluntary or involuntary,  the holders of any Series A Preferred  Shares will be
entitled  to  receive,  before  any  distribution  is made to  holders of shares
ranking  junior to the Series A  Preferred  Shares,  or before any  distribution
(other than a ratable distribution) is made to the holders of stock ranking on a
parity  with the  Series A  Preferred  Shares,  an amount  equal to the  accrued
dividends  thereon plus the greater of (i) $100 per share and (ii) an amount per
share equal to the Formula  Number then in effect  times the amount per share to
be distributed to holders of Common Shares.

     The Series A Preferred  Shares will be redeemable,  in whole, at the option
of the Registrant's Board of Directors at any time at which the Board determines
that no person  beneficially  owns more  than 10% of the  outstanding  shares of
capital stock of the  Registrant  generally  entitled to vote in the election of
directors of the Registrant, at a cash price equal to 125% of the product of the
Formula  Number  times the average  market  price of a Common  Share  during the
preceding 30 days plus accrued and unpaid dividends.

     The Series A Preferred  Shares  will be issuable 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,  subject to certain adjustments.  In lieu of
issuing  fractional  shares, the Registrant may issue certificates of depositary
receipts  evidencing  such  authorized  fractions  of shares  or, in the case of
fractions other than one one-hundredth (1/100th) and integral multiples thereof,
pay  registered  holders cash equal to the same  fraction of the current  market
value of a Series A Preferred  Share (if any are  outstanding) or the equivalent
number of Common Shares.





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Item 2. Exhibits

               1.   Rights Agreement dated as of September 1, 1995,  between New
                    USTC Holdings Corporation (the Registrant) and First Chicago
                    Trust Company of New York, as Rights Agent, filed as Exhibit
                    1 to the  Registrant's  Registration  Statement  on Form 8-A
                    dated   September  5,  1995  (the  "Form  8-  A"),  for  the
                    registration under Section 12(g) of the Securities  Exchange
                    Act of 1934 of Rights  to  Purchase  Series A  Participating
                    Cumulative Preferred Shares.*

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

- ------------------

     *Incorporated herein by reference.



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                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                            U.S. TRUST CORPORATION
Date: April 13, 1999


                                            By: /s/John L. Kirby                
                                            --------------------                
                                                John L. Kirby
                                                Executive Vice President and
                                                  Chief Financial Officer



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